UniCredit - 2014 Group Compensation Policy -1
Letter From the Chairman
Dear Fellow Shareholders,
As a major European bank, we face competition and
complexity on a daily basis. And because UniCredit’s
market is now global, we must work harder, with a strong
sense of accountability.
We honor this duty and strive to create sustainable value
for all our stakeholders by responsibly managing risk,
quickly adapting to increasingly strict regulatory
requirements, and improving the overall environment
within our company.
During the past year, our Group’s strong focus on becoming fully accountable has been reflected in our
improved remuneration system. This system embraces comprehensive compensation policies that enable us
to successfully achieve strategic goals. Our approach has been to strictly comply with all national and
international regulatory requirements with a focus on performance, market knowledge and business
strategies aimed at value creation for stakeholders.
In today’s rapidly changing business environment, a competitive remuneration system is essential to
preserve the delicate balance between the achievement of strategic goals and recognition of the merits of
our people, who are our company’s most important asset. In this context, the relationship between motivation
and compensation is particularly important. It inspires colleagues to align themselves with company goals,
increasing their sense of belonging. And it enables the company to assess their professional conduct as it
relates to the implementation of our corporate mission.
Our focus on diverse means of remuneration reflects our commitment to provide organizational and social
rewards that, beyond their pecuniary nature, fit very well with our wider view of what compensation should
be. We are focused not only on attracting, retaining and motivating highly-skilled workers, but also on
rewarding those who embody company values in managing Group activities. Our purpose is to provide
rewards that are clearly linked to the creation of long-term value.
I am proud to present our redefined compensation proposal for 2014. Our new approach to variable
compensation defines and allocates based on performance to further strengthen the link between
profitability, risk and remuneration. It is an advanced system designed to satisfy and retain those people who
actively participate in company life and consistently help us become a more customer-centric organization.
The key points of our remuneration policy will remain transparency and proactive dialogue with all involved
parties, so that we can create real value for our shareholders and all other stakeholders.
Sincerely,
Giuseppe Vita
Chairman
UniCredit - 2014 Group Compensation Policy -2
Table of Contents
Section I. Executive Summary
4
Section II. Group Compensation Policy
9
1.
Introduction
2.
Governance
3.
Compliance
4.
Continuous Monitoring of Market Trends and Practices
5.
Sustainability
6.
Motivation and Retention
Section III. Annual Compensation Report
19
1.
Introduction
2.
Governance & Compliance
3.
Continuous Monitoring of Market Trends and Practices
4.
Compensation of Directors and Executives with Strategic Responsibilities
5.
Group Compensation Systems
6.
Employee Share Ownership
7.
Compensation Data
8.
Compensation Tables
UniCredit - 2014 Group Compensation Policy -3
SECTION I: EXECUTIVE SUMMARY
Our Compensation Policy
The implementation of the principles set in our
Group Compensation Policy provides the
framework for the design of reward programs
across the Group. Policy standards ensure that
compensation is aligned to business objectives,
market reality and shareholders' long term
interests.
UniCredit compensation approach has been
consolidated over time under our Group
governance, to be compliant with most recent
national and international regulatory requirements
and connected with performance, marketawareness and aligned with business strategy
and shareholder interests.
The key pillars of our Group Compensation
Policy (Section II) reflect most recent regulations
in terms of remuneration and incentive policies
and practices, in order to build year-by-year – in
the interest of all stakeholders – remuneration
systems aligned with long-term strategies and
goals, linked with company results, adequately
adjusted in order to take into account all risks,
consistent with capital and liquidity levels needed
in order to face all activities and, in any case, to
avoid distorted incentives that could bring to
breach of law or to an excessive risk taking.
UniCredit - 2014 Group Compensation Policy -4
Highlights of our Compensation Approach:
2013 consolidation and 2014 new features
1. Key Pillars
The key pillars of our Group Compensation
Policy (Governance, Compliance, Continuous
monitoring of market practices, Sustainability,
Motivation
&
retention)
ensure
the
competitiveness
and
effectiveness
of
remuneration, transparency and internal
equity.
2. Regulatory alignment
Group Remuneration Policy is aligned to the
latest national and international regulatory
requirements.
Full
compliance
of
compensation policies and processes is
assured through involvement of Company
Control functions such as Compliance, Audit
and Risk Management that also guarantee the
coherence with the Risk Appetite Framework,
in line with sector regulations.
3. Compensation benchmarking
With specific reference to Group Executive
population, Remuneration Committee defines,
supported by an independent external advisor,
a list of selected competitors that represent our
Group-level peers (disclosed on chapter 3,
Remuneration Report) with regard to whom
compensation benchmarking analysis is
performed. As policy target, Executives total
compensation is set between market median
and upper quartile, with individual positioning
defined considering specific performance,
potential and people strategy decisions and
UniCredit performance over time.
4. Performance measurement
The KPI (Key Performance Indicators)
Bluebook, is the framework for performance
measurement & evaluation of Group
Executives, and provides guidelines for the
assignments of the goals. The categories of
the main indicators of financial and non
financial Group performance, annually defined
within the KPI Bluebook, are certified with the
involvement of Human Resources, Planning
Finance
and
Administration,
Risk
Management,
Compliance,
Sustainability,
Group Stakeholder and Service Intelligence
and Audit functions, which reflect Group’s core
operating profitability.
5. Severance payout
All severance payouts take into consideration
the long-term performance, in terms of
shareholder added-value, do not reward
failures or abuses and shall not exceed the
ones provided by Law/National Labor
agreement locally applicable. In case of lack of
such regulations, any severance beyond the
notice period shall not exceed 24 months of
total compensation and shall be scaled
proportionally to the length of service.
6. “Identified Staff” assessment
“Identified staff” population have been updated
ensuring full compliance with current
regulations. The identification has followed a
structured evaluation process both at Group
and local level, based on the application of
core qualitative and quantitative criteria
common at European level. The result of the
evaluation process for the definition of
“Identified Staff” has led to the identification of
approximately 900 employees for 2014.
7. Ratio
between
variable
and
fix
compensation
In line with most recent regulations – as
deemed applicable – it is set a maximum limit
to the ratio between the variable and the fix
component of compensation. UniCredit,
coherently with the powers recognized under
the mentioned legislation, has deemed
appropriate to establish, in general, a ratio
between the former and the latter component
of the remuneration of 2:1, unless of course,
the legislation in force in each country provides
for a lower cap. This ratio is applicable to the
remuneration components of all employees,
with the exception of Company Control
Functions personnel, in order to ensure a
strong link between pay and performance. This
decision, moreover, allows: to maintain
competitiveness in the market, being also the
direction in which the main peers are expected
to move; to limit the unleveled playing field in
the markets where the cap is not present; a
greater flexibility of cost structure and
alignment
with
multi-year
performance
avoiding
the
decrease
of
deferred
compensation.
UniCredit - 2014 Group Compensation Policy -5
Consistently with regulatory guidelines, no
compensation review has been considered for
Top Management as consequence of the
application of the cap to the variable
remuneration, while for the remaining
“identified staff”, a case by case approach
have been followed just in those areas/
businesses where competitiveness may be an
issue.
8. Group Incentive System
New 2014 Group Incentive System introducing
the bonus pool approach provides for the
allocation of a performance related bonus
composed of 50% cash and 50% shares, paid
out over 6 years period (1 year upfront and 5
years deferral), well above the latest regulatory
requirements, ensuring the alignment with
shareholders’ interests and subject to malus
and
clawback
conditions,
as
legally
enforceable. Individual bonus is defined in line
with available pool, considering individual
performance evaluation based on risk adjusted
indicators. Within the System, the link between
profitability, risk and reward is assured via the
application of an “entry condition” that
determines the possible application of the
malus condition (Zero Factor) based on risk
adjusted Profitability, Capital and Liquidity
KPIs set at both Group and Country/Division
level.
2013 Results & Compensation Decisions
For 2013, the Board of Directors of UniCredit, has
taken into consideration the evaluations of the
Remuneration Committee and the guidelines of
the
regulatory
authorities
on
variable
remuneration.
The evaluation regarding compensation decisions,
as done also in the previous years, was supported
by a rigorous Group governance process in order
to guarantee coherence and transparency for all
involved actors.
The Board has expressed a sincere appreciation
for the high professionalism demonstrated by the
Management during a particularly difficult year
and for the initiatives that make UniCredit today a
bank even more ready to benefit from all the
opportunities presented in our Strategic Plan.
However, considering the overall context, this
year it was considered opportune not to proceed
with the allocation of bonuses to the Group Top
Management, regardless of the achievement of
individual results, whose evaluation have not been
taken into account for the purposes of information
provided in this compensation policy document.
Within this framework, coherently with the Group
Compensation Policy, the Board resolved for a
bonus payout particularly selective for the
remaining population, focusing on those Group
entities that have achieved a solid and sustainable
performance. Overall, the bonus that will be paid
to the first ca. 120 Group Executives shows a
reduction of over 60% compared to the bonus
opportunities, and 80% of them will be deferred in
the following years subject to the achievement of
additional future performance conditions.
2013 CEO, GM and DGMs variable and fix
compensation data
CEO
Fix (Euro/000)
Bonus 2013 (Euro/000)
LTI Plan 2011 (# Shares)
GM
DGMs
1.964
1.301
2.201
0
0
0
84.024
-
-
Focus on CEO Performance
 Looking forward to 2014, the goals for the
CEO defined and approved by UniCredit Board
of Directors as the core drivers of performance
in the following year are represented by:
1. Achievement of Economic Profit at Group
level within Risk Appetite Framework
2. Specific risk management goal at Group
level (paragraph 5.3 for details)
3. Achievement of positive Net Operating
Profit at Group level, in line with budget
expectations
4. Execution of Company strategic vision with
focus on growth, capital reallocation and
efficiency, at Group level and on qualitative
evaluation base
5. Achievement of Common Equity Tier 1 ratio
at Group level, in line with budget
expectations
6. Progress at Group level on commercial
lending activities on the basis of risk and
credit methodologies
UniCredit - 2014 Group Compensation Policy -6
7. Focus on value creation for shareholders
monitoring: Customer Satisfaction, People
Engagement and Reputation at Group level
8. Development of a strong and sustainable
Group risk culture.
 In the event of possible resignation, dismissal/
revocation or termination, the annual
remuneration used to define the possible
indemnity due is governed by the ordinary
provisions of the Italian law and National Labor
Agreement for Banking Industry Executives.
Our Compensation Disclosure
The Annual Compensation Report (Section III)
provides the description of our compensation
practices and the implementation outcomes of
Group incentive systems, as well as remuneration
data with a focus on non-executive directors and
the ‘identified staff’, defined in line with regulatory
requirements.
The Report includes also the disclosure
requested by the Italian National Commission
for Listed Companies (Consob) in sect. 84quater of Issuers Regulation Nr. 11971, as
amended by act no. 18049 / December 23, 2011,
referring to members of administrative and
auditing bodies, general managers and other key
management personnel.
Moreover, in the Annex of the document it is
disclosed specific information on equity plans
approval and execution, as requested by section
114-bis of legislative decree 58/1998 (“Testo
Unico della Finanza” – “TUF”).
Full disclosure on compensation payout
amounts, deferrals and ratio between variable
and fix component of remuneration for the
“identified staff” is provided in the Annual
Compensation
Report
(paragraph
7.1,
Remuneration Report), including data regarding
Directors, General Managers and other key
management personnel categories.
Details of our variable compensation costs and
ratio between variable and fix component of
remuneration at Group level can be found in the
Report (chapter 7).
UniCredit - 2014 Group Compensation Policy -7
SECTION II: GROUP COMPENSATION POLICY
Contents
1. Introduction
9
1.1
Reflecting Our Mission and Values
9
1.2
The Pillars of Our Compensation Policy
9
2. Governance
2.1
Corporate Governance
2.2
Organisational Governance
9
9
10
3. Compliance
10
4. Continuous Monitoring of Market Trends and Practices
11
5. Sustainability
11
5.1
Sustainable Pay
11
5.2
Sustainable Performance
13
6. Motivation and Retention
6.1 Base Salary and ratio between variable and fix
component of the overall remuneration
13
14
6.2
Variable Compensation
14
6.3
Group Incentive Systems
16
6.4
Benefits
17
UniCredit - 2014 Group Compensation Policy -8
1. Introduction
1.2 The Pillars of Our Compensation Policy
1.1 Reflecting Our Mission and Values
UniCredit
compensation
approach
is
performance-oriented, market-aware and aligned
with business strategy and stakeholder interests.
To ensure the competitiveness and effectiveness
of remuneration as well as transparency and
internal equity, the principles of sustainable
conduct and performance define the key pillars of
our Group Compensation Policy.
We, UniCredit people, are committed to generate
sustainable value for our customers. As a leading
European bank, we are dedicated to the
development of the communities in which we live,
and to being a great place to work. We aim for
excellence and we consistently strive to be easy
to deal with.
The Pillars of Our Compensation Policy
Finalizing these continuous commitments will
allow us to create sustainable value for our
shareholders.
Our set of values is based on integrity as a
condition to transform profit into value for our
stakeholders: our leadership team and all our
employees are fully committed to the Values
embedded within the Group Integrity Charter. We,
also
through
appropriate
compensation
mechanism aim to attract, retain and motivate a
highly qualified, diverse, global workforce capable
of creating a competitive advantage and to reward
those who reflect our standards of consistently
ethical behavior in conducting sustainable
business.
By upholding the standards of sustainability
behaviors and values which drive our Group
mission, our compensation strategy represents a
key enabler to enhance and protect our reputation
and to create long-term value for all Group
stakeholders.
These standards define the principles of a Group
Compensation Policy which, relying on our
governance model, sets the framework for a
consistent and coherent design, implementation
and monitoring of compensation practices across
our entire organization. Within this common policy
framework, guidelines are defined to implement
compensation programs and plans that reinforce
sound risk management policies and our longterm strategy. In so doing, we most effectively
meet the specific and evolving needs of our
different businesses, market contexts and
employee populations, and ensure that business
and people strategies are always appropriately
aligned with our remuneration approach.
Clear and transparent governance
Compliance with regulatory requirements &
principles of good business conduct
Continuous monitoring of market trends & practices
Sustainable pay for sustainable performance
Motivation and retention of all employees, with
particular focus on talents and mission-critical
resources
2. Governance
Efficient corporate and organizational governance
structures are an essential prerequisite for the
pursuit of our company’s objectives. UniCredit has
clear and rigorous governance and rules existing,
in order to establish coherence and transparency
also with specific reference to compensation.
2.1 Corporate Governance
Our Compensation Governance Model aims to
assure control of Group-wide remuneration
practices by ensuring that decisions are made in
an independent, informed and timely manner at
appropriate levels, avoiding conflicts of interest
and guaranteeing appropriate disclosure in full
respect of the general principles defined by
regulators.
The Board of Directors has established a
Delegation of Powers system to appropriately
regulate effective decision-making processes
throughout the organisation.
The Remuneration Committee, instituted in 2000,
is vested with the role of advising the Board of
Directors on Group Remuneration Strategy.
Availing itself also of the support of an
independent external advisor, the Committee
UniCredit - 2014 Group Compensation Policy -9
analyzes and monitors international market
compensation trends, practices and pay levels to
provide advice to the Board of Directors with
particular reference to Senior Executives. The
Group Compensation Policy, as drawn up by the
Group HR function with the involvement of the
Group Risk function, is validated by the Group
Compliance function for all compliance-related
aspects. On an annual basis, the Group
Compensation Policy, as proposed by the
Remuneration Committee, is submitted to the
Board of Directors for approval. The policy is then
presented to the shareholders’ Annual General
Meeting for approval, in line with regulatory
requirements.
2.2 Organisational Governance
On the basis of our Group Managerial Golden
Rules, our model of organizational governance
aims to ensure coherent management across the
entire Group within a common framework while
allowing for sufficient flexibility in decision-making
capability to meet business-specific needs and
guarantee the respect of local laws, regulatory
and governance requirements and processes.
Our governance model is based on the Global Job
Model, a system that describes and evaluates all
jobs within UniCredit Group and supports the
management of people and processes in a global,
simple and consistent way. By clustering
comparable roles across our different businesses
and markets, the Global Job Model allows the
homogeneous identification across the entire
Group of delegation levels and the coherent
design, implementation and monitoring of
programs and policies.
The principles of the Group Compensation Policy
apply across the entire organization and shall be
reflected in all remuneration practices applying to
all employee categories across all businesses,
including staff belonging to external distribution
networks,
considering
their
remuneration
specifics. Once approved by UniCredit Annual
General Meeting, the Policy is formally adopted by
competent bodies in the relevant Legal Entities
across the Group, in accordance with applicable
local legal and regulatory requirements.
With specific reference to the Group Executive
population as defined by the Global Job Model,
the Group HR function establishes guidelines and
coordinates a centralized and consistent
management of compensation and incentive
systems. Below Group Executive level, as
relevant and appropriate for each employee
category, each Division, Competence Line and
Country is accountable for the respect of the
Group policy.
3. Compliance
Compliance with laws, rules and regulations and
integrity in conduct and behaviors are essential
elements of our way of doing business, which by
its very nature is based on trust. By fully
complying not just with the letter but also with the
spirit
of
relevant
legal
and
regulatory
requirements, we protect and enhance our
company reputation in the short and long term.
Compliant compensation guarantees that all our
remuneration policies, practices and programs
avoid conflicts of interest between roles within the
Group or vis-à-vis customers and are consistent
with ethical codes of conduct, our company values
and business strategy, guaranteeing its long-term
sustainability.
Compliance function is vested with the role to
“verify whether the company compensation
system
is consistent with the objective of
complying with regulations, Statute and any other
code of ethics or other standards of conduct
applicable to the bank” (Bank of Italy). Upon
performing its activity in this context, Compliance
function through its structures:
 defines – within its remit and with reference to
the Regulations in place from time to time – a
specific set of Compliance drivers to support
the design – by HR functions – of compliant
incentive systems
 validates, for all aspects that fall within its
perimeter, the Group Compensation Policy
and – referring to local Regulations – the
incentive systems for Group personnel as
drawn up by HR functions.
In compliance with regulatory requirements and in
the spirit of transparency and accountability which
forms the basis of the trust placed in us by our
stakeholders, UniCredit undertakes to guarantee
proper disclosure of information with regard to the
strategic approach and process by which our
compensation policy is defined and by which
compensation practices are designed. We support
any law or regulatory initiative which implies an
UniCredit - 2014 Group Compensation Policy -10
5. Sustainability
enhancement of transparency requirements and,
subject to the limits set by privacy and data
protection laws and by the opportunity of not
eroding our competitive advantage, we wish to
make clear to all our stakeholders what we do,
how
and
why.
Information
about
our
compensation policy and remuneration approach
is published in the Financial Statement, Annual
Compensation Report, Corporate Governance
Report and in other publications as required,
which may be available for consultation also via
our company website.
Our Group’s greatest strength is our solid and
rigorous commitment to our customers, to our
people, to our investors, to the communities we
serve, to our core values and to sustainability in
everything we do.
Our approach of sustainable pay for sustainable
performance drives us to set coherent standards
for the mechanisms by which we establish
compensation levels and payouts (sustainable
pay), as well as the results and behaviors we aim
to incentivate (sustainable performance). All
incentive systems at all organizational levels are
required to contribute to the sustainability of the
Group by aligning individual goals and behaviors
to our common long term mission.
4. Continuous Monitoring of Market Trends
and Practices
We aim to adopt remuneration practices capable
of guaranteeing distinctive and effective
compensation solutions that best drive our overall
business strategies and people development. Our
continuous monitoring of market trends and
awareness of international practices contributes to
sound formulation of competitive compensation as
well as transparency and internal equity.
At Group level, we analyze the overall
compensation trends of the market in order to
make informed decisions about our compensation
approach. With specific reference to the Group
Executive population, an independent external
advisor supports the definition of a list of selected
competitors that represent our Group-level peers
with
regards
to
whom
compensation
benchmarking analysis is performed. This Peer
Group is defined by the Remuneration Committee
considering our main European competitors in
terms of market capitalization, total assets,
business scope and dimension. On the basis of
constant benchmarking, we aim to adopt
competitive ranges in compensation levels, paymix and total reward structures for effective
retention and motivation of our critical resources.
At Country/Division level and as appropriate
throughout the organization and businesses,
benchmarking and trends analysis may be
conducted considering relevant peer groups to
assure competitive alignment with the market of
reference. Salary and compensation structures
defined on the basis of business or marketspecific benchmarking must, in any case, be fully
aligned with the general principles of the Group
Compensation Policy, with particular reference to
the pillars of compliance and sustainability.
5.1 Sustainable pay
Pay is considered sustainable to the extent that a
direct link is maintained between pay and
performance and that rewards are consistent with
long-term stakeholder value creation. The
mechanisms by which we set compensation levels
and payout should:

-
-
formulate a balanced total compensation
structure
UniCredit, in line with the applicable
regulations, pays particular attention in
avoiding disequilibrium towards variable
compensation which may induce behaviours
not aligned with the company’s sustainable
business results and risk appetite.
in line with most recent regulations – where
1
applicable – is set a maximum limit to the ratio
between the variable and the fix component of
compensation. UniCredit, coherently with the
powers recognized under that legislation, has
deemed appropriate to establish, in general, a
ratio between the former and the latter
component of the remuneration of 2:1, unless
of course, the legislation in force in each
country provides for a lower cap. This ratio is
applicable to the remuneration components of
all employees, with the exception of Company
1
For employees belonging to Asset Management business,
not defined as “identified staff”, taking into consideration the
actual regulatory framework and in the absence of any specific
indication from the competent authorities, it is deemed
applicable the relevant sector legislation, which is not providing
for a cap to the variable component of the compensation.
UniCredit - 2014 Group Compensation Policy -11
-
Control Functions personnel, for which a more
conservative approach is provided
is set an appropriate mix between short and
long-term variable compensation as applicable
and relevant on the basis of market and
business specifics and line of sight, and in line
with Group’ long term interests
-

-
-
-
-
-
-
-

-
assure a direct link between pay and
performance
align incentive payout levels with overall
company risk and cost-of-capital adjusted
profitability
guarantee
financial
sustainability
and
affordability of bonus opportunity and program
effectiveness,
setting
also
caps
on
performance-related payouts as appropriate
and consistent with market practice in the
context of our specific businesses
maintain adequate flexibility and managerial
discretion in incentive system design such as
to manage payout levels in consideration of
overall Group, Country/Division performance
results and individual achievements
aim for appropriate differentiation of payout,
adopting a meritocratic approach to selective
performance-based reward
design incentive systems to set minimum
performance thresholds below which zero
bonus will be paid
take into consideration the long-term
performance in terms of shareholder addedvalue for the calculation of any severance
payouts prescribed or suggested by the
specific market of reference, as well as any
local legal requirements, collective/individual
contractual provisions, and any individual
circumstances, including the reason for
termination
avoid any severance provision exceeding the
ones provided by Law/National Labor
agreement locally applicable. In case of lack of
such regulations, any severance beyond the
notice period shall not exceed 24 months of
total compensation and shall be scaled
proportionally to the length of service
adopt a multi-year view of performance
ensure that pay moves over time in the same
direction as sustainable profitability
evaluate the opportunity to phase, as foreseen
by regulatory requirements, performancebased incentive payout to coincide with the risk
timeframe of such performance by subjecting

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-
-
-
-

-
the payout of any deferred component of
performance-based compensation to the
actual sustainable performance demonstrated
and maintained over the deferral timeframe, so
that the variable remuneration takes into
account the time trend of the risks assumed by
the bank (i.e. malus mechanisms)
consider claw back actions as legally
enforceable on any performance-based
incentive paid out on the basis of a pretext
subsequently proven to be erroneous
ensure
incentive
systems
uphold
compliance in their mechanisms, in
organizational processes and in the
behaviors and conduct rewarded
include
clauses
for
zero
bonus
in
circumstances of non-compliant behavior or
qualified disciplinary action, subjecting payout
to the absence of any proceeding undertaken
by the company for irregular activities or
misconduct of the employee with particular
reference to risk underwriting, sales processes
of banking and financial products and services,
internal code of conduct or values breach
incentive systems, plans and programs must
be formalised in legally solid and technically
precise terms such as to uphold their validity in
all circumstances
assure independence between front and back
office functions in order to guarantee the
effectiveness of cross-checks and avoid
conflict of interest, with a particular focus on
trading activities, as well as ensuring the
appropriate independence levels for the
functons performing control activities
evaluations
and
appraisals
linked
to
compensation must be, as far as possible,
available for the scrutiny of independent
checks and controls
evaluate all incentive systems, programs and
plans against the degree to which they
enhance our overall company reputation which
is one of the foundations of our sustainable
competitiveness. Any potential reputation risk
posed by any feature, consequence or
implication of a remuneration practice must
necessarily lead to its modification or
elimination.
prove alignment to our Group guidelines
regarding non standard compensation
non standard compensation are those
compensation elements not usually provided
UniCredit - 2014 Group Compensation Policy -12
-
-
-
under our Group Compensation Policy and are
considered exceptions (for instance welcome
bonus, guaranteed bonus, special award,
retention bonus)
awards are limited only to specific situations
related to hiring phases, launch of special
projects, achievement of extraordinary results,
high risk of leaving for Group Executives and
mission critical roles
awards must in any case be in accordance
with regulations time to time in force (e.g. cap
on the ratio between variable and fix
remuneration, technical features fixed by
regulation for bonus payout) and subject to
malus conditions and claw back actions, as
legally enforceable and where applicable
awards are subject to UniCredit governance
processes and are periodically monitored and
disclosed as for regulatory requirements.
5.2 Sustainable performance
Performance is considered sustainable to the
extent that it contributes to the achievement of our
company mission over time, to the creation of
long-term value for all stakeholders and to the
enhancement of our reputation, in adherence to
our Integrity Charter values. Sustainable
performance refers to actual results achieved (the
“what” of performance) and the means by which
they are achieved (the “how” of performance):
-

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-

-
-

-
-
-
-
-
align
performance
measures
with
shareholder interests and firm-wide riskadjusted profitability
consider performance on basis of annual
achievements and on their impact over time
establish
coherence
between
annual
objectives and sustainable, risk-adjusted value
creation
include
reflection
of
the
impact
of
individual’s/business units’ returns on the
overall value of related business groups and
organization as a whole
base performance evaluation upon profitability
and other drivers of sustainable business with
particular reference to risk, cost of capital and
efficiency
consider the customer as the central focus of
our Mission, placing customer satisfaction in
the forefront of all incentive systems, at all
levels, both internally and externally
design forward-looking incentive plans which
balance internal key value driver achievement
with external measures of value creation
relative to the market
establish reward not on the sole basis of
financially-based objectives and mechanisms
but also on other performance measures as
appropriate, for example risk management,
adherence to Group values or other
behaviours
encourage
sound
risk-management
practices
incentive systems must not in any way induce
risk-taking behaviors in excess of the Group’s
strategic risk appetite; in particular they should
be coherent to the Risk Appetite Framework
(“RAF”)
evaluate performance in terms of risk-adjusted
profitability and provide for risk-weighted
systems and mechanisms
adopt
a
multi-perspective
view
of
sustainable performance results and
quality
maintain an adequate mix of financial goals
with non-financial (quantitative and qualitative)
performance objectives
use both absolute and relative performance
achievement metrics as appropriate and
relevant, where relative performance-based
measures are based on comparison of
achieved results to those of market peers
reinforce sustainability of quality performance
over time.
6. Motivation and Retention
We aim to attract, motivate and retain the best
resources capable of achieving our company
mission in adherence to our Group values.
Effective compensation strategies represent a key
driver
to
positively
reinforce
employee
commitment, engagement and alignment with
organisational goals. Our total compensation
approach provides for a balanced package of fix &
variable, monetary and non-monetary elements,
each designed to impact in a specific manner the
motivation and retention of employees.
UniCredit - 2014 Group Compensation Policy -13
6.1 Base Salary and ratio between variable and
fix component of the overall remuneration
The fix component of compensation remunerates
the role covered and the scope of responsibilities,
reflecting the experience and skills required for
each position, as well as the level of excellence
demonstrated and the overall quality of the
contribution to business results. The relevance of
fix compensation weight is such as to reduce the
risk of excessively risk-oriented behaviors, to
discourage initiatives focused on short-term
results which might jeopardize mid and long-term
business sustainability and value creation, and to
allow a flexible bonus approach.
Specific pay-mix guidelines for the weight of fix
versus variable compensation are defined with
respect to each target employee population and,
with particular reference to the Group Executive
population,
the
Remuneration
Committee
establishes:
 the criteria and guidelines to perform market
benchmarking analysis for each position in
terms of compensation levels and pay-mix
structure, including the definition of specific
peer groups at Group, Country/Divisional and
Regional level and the list of preferred
external “executive compensation providers”
 the
target
positioning
in
terms
of
compensation value in line with relevant
market’s
competitive
levels,
defining
operational guidelines to perform single
compensation reviews as necessary
 the compensation structure for top positions,
defining the mix of fix and variable
compensation elements, consistently with
market trends and internal analyses
performed
 the remuneration policy for Company Control
Functions, providing for total compensation
weighted in favor of the fix part, in order to
ensure the requirements of independence,
professionalism and authority.
Moreover, the Board of Directors annually
approves the criteria and features of the Group
Executive
incentive
plans,
ensuring
the
appropriate
balance
of
variable
reward
opportunities within the pay-mix structure.
6.2 Variable Compensation
All payments depending on performance,
independently from how it is measured
(profitability/revenues/etc. goals)
or on other
parameters (e.g. length of service) are considered
variable remuneration.
Variable compensation aims to remunerate
achievements by directly linking pay to
performance outcomes in the short, medium and
long term, and risk adjusted. To strengthen the
alignment of shareholders’ interest and the
interests of management and employees,
performance measurement reflects the actual
results of the Company overall, the business unit
of reference and the individual. As such, variable
compensation constitutes a mechanism of
meritocratic
differentiation
and
selectivity.
Adequate range and managerial flexibility in
performance-based payouts are an inherent
characteristic of well managed, accountable and
sustainable variable compensation, which may be
awarded via mechanisms differing by time horizon
and typology of reward.
Incentives remunerate the achievement of
performance objectives, both quantitative and
qualitative, by providing for a variable bonus
payment. An appropriately balanced performancebased compensation element is encouraged for
all employee categories as a key driver of
motivation and alignment with organisational
goals, and is set as a policy requirement for all
business roles. The design features, including
performance measures and pay mechanisms,
must avoid an excessive short-term focus by
reflecting the principles of this policy, focusing on
parameters linked to profitability and sound risk
management, in order to guarantee sustainable
performance in the medium and long term. In
alignment with specific strategies that contribute
to our overall mission, the characteristics of
incentive systems also reflect the requirements of
specialized businesses.
With particular reference to trading roles and
activities,
organizational
governance
and
processes as well as risk-management practices
provide the structure for a compliant and sound
approach, whereby levels of risk assumed are
defined (using specific indicators, for example
Value at Risk) and monitored centrally by the
relevant Group functions. This structure reinforces
UniCredit - 2014 Group Compensation Policy -14
our consistent remuneration approach which
adopts performance measures based on
profitability rather than revenues, and riskadjusted rather than absolute indicators.

Group common guidelines on the key elements of
Executive contracts ensure alignment with
regulatory requirements and also with Audit
recommendations, in particular regarding contract
elements with specific regulatory provisions, such
as variable compensation and severance
provisions. Group guidelines provide for the
eligibility to variable compensation to be
mentioned in the Executive contracts, as well as
the reference to separate communication
providing details of variable compensation plans.
Amounts related to variable pay and any
technical details of payments (vehicles used,
payment structure, time schedule) are included in
separate communication and are managed in
strict adherence to governance and delegation of
authority rules.
To support the design of remuneration and
incentive systems, and with particular reference to
network roles and governance functions, the
following “compliance drivers” have been defined
by Compliance Holding function:
 maintenance of an adequate ratio between
financial and non financial goals
 promotion of a customer-centric approach
which places customer needs and satisfaction
at the forefront and which will not constitute
an incentive to sell unsuitable products to
clients
 create incentives that are appropriate in
avoiding potential conflicts of interest with
customers, having fairness as the objective in
dealing with customers and the endorsement
of appropriate business conduct
 avoidance of incentives on a single
product/financial instrument, as well as single
banking product
 avoidance of incentives with excessively short
timeframes (e.g. less than three months)
 indicate clearly in all rewarding system
communications and reporting phases that
the
final
evaluation
of
employee’s
achievements cannot disregard a formal
verification of compliant behavior to the rules
and regulations - external and internal - and
to Code of Conduct. In particular, adopt
systems of performance evaluation that keep







adequate evidence of this approach (the
performance is evaluated also on the basis of
evidence of Compliance, Risk Management
and Audit findings)
for the purpose of granting incentive, take into
account any disciplinary sanctions and/or
sanctions by regulatory authorities imposed
on the resource. In the presence of these
measures, the possible allocation of the
incentive will require a written explanation,
which will make possible a case-by-case
verification of the managerial decisions
maintenance of adequate balance of fixed
and variable compensation elements also
with due regard to the role and the nature of
the business performed. The fix portion is
maintained sufficiently high in order to allow
the variable part to decrease, and in some
extreme cases to drop down to zero
among the non-financial goals (quantitative
and qualitative), include, where relevant,
goals related to Risk as well as to Compliance
(e.g. credit quality, operational risks,
application of MIFID principles, products sale
quality, respect of the customer, Anti Money
Laundering requirements fulfillment)
qualitative measures must be accompanied
by an ex ante indication of objective
parameters to be considered in the
evaluation, the descriptions of expected
performance and the person in charge for the
evaluation
provide – where applicable – individual goals
for employees in Company Control Functions
that reflect primarily the performance of their
own function (to minimise potential conflicts of
interest)
avoid financial goals for Company Control
Functions (i.e. Compliance, Audit and Risk
Management) and, for Planning Finance &
Administration functions, limiting the goals of
this type, or excluding them – where
necessary – for the structures dedicated to
pure control activities; this in order to ensure
adequate degree of independence with
respect to business subject to controlling
activities
define – for the Commercial network roles quantitative (financial and non-financial) goals
aimed at sale of risk-controlled, sustainable,
quality products
define – for personnel providing investment
services and activities – incentives that are
UniCredit - 2014 Group Compensation Policy -15




not only based on financial parameters, but
also take into account the qualitative aspects
of the performance; this in order to avoid
potential conflicts of interest in the relationship
2
with customers ;
take into account, even in remuneration
systems of the external networks (financial
advisors), the principles of fairness in relation
with customers, management of legal and
reputational risks, protection and loyalty of
customers, compliance with the provisions of
law, regulatory requirements, and applicable
self-regulations
non-financial quantitative measures should be
related to an area for which the employee
perceives a direct link between her/his
behaviors/actions towards the customers and
the trend of the indicator
set and communicate ex-ante clear and predefined parameters as drivers of individual
performance
the entire evaluation process must be
conveniently put in writing and documented.
Within network roles incentive systems, particular
attention is put on “Commercial Campaigns”.
Commercial Campaigns may be organized after
the evaluation and authorization of the competent
Product Committee. Commercial Campaigns
represent business actions aimed at providing
guidance to the sales network towards the
achievement of the period’s commercial targets
(also intermediate, for instance on a half-year
basis) and with a direct impact on the budget and
related incentive systems. Among the distinctive
features of commercial campaigns, there is the
expectation of the award - in cash or nonmonetary reward. Commercial Campaigns can
also have the function to accelerate the
achievement of certain objectives of the incentive
system. The grant of awards related to a
Campaign will be subordinated to behaviors
compliant with the external and internal
regulations. Under no circumstances may the
system of remuneration and evaluation of the
sales network employees constitute an incentive
to sell products unsuitable to the financial needs
of the clients. In particular the following
“compliance drivers” have been defined:
2







setting-up of the incentive mechanisms using
criteria which are consistent with the best
interest of the client and coherently with
relevant regulatory provisions (e.g. MiFID)
ensuring consistency between a Campaign’s
objectives with the objectives set when
defining the budget and when assigning
targets to the sales network
avoidance of “commercial campaigns” on a
single financial or banking product/financial
instrument
inclusion of clauses for zero bonus payment
in case of relevant non-compliant behaviour
or qualified disciplinary actions
avoidance of campaigns which – not being
grounded an objective and customer interests
related basis – may directly or indirectly lead
to breaching the rules of conduct regarding
clients
avoidance of campaigns lacking a clear
indication of the targets and of the maximum
level of incentive to be granted for achieving
those targets
avoidance – in general – of campaigns that
link incentives not only to the targets assigned
to specific roles/structures (e.g. advisors,
agencies) but also to the budget of the higher
territorial structure.
6.3 Group Incentive Systems
Incentive systems are considered critical
components of the sustainable pay for sustainable
performance approach that supports our business
mission over time. Group incentive systems aim to
attract, motivate and retain strategic resources Group Executives, talents, mission critical players
and other identified staff - and maintain full
alignment with the latest national and international
regulatory requirements and with best market’s
practices.
With particular reference to the Executive
population,
common
and
homogeneous
compensation guidelines are defined at Group
level. Recognizing the accountability of our
leaders for Group business performance,
incentives take into account overall risk and do
not induce risk-taking in excess of the Group risk
appetite, and reflect the impact of business units’
returns on the overall value of related business
groups, the organization as a whole and the
In line with latest ESMA requirements, with reference to
MIFID remuneration policies and practices
UniCredit - 2014 Group Compensation Policy -16
achievement of risk management and other
sustainability goals.
Payout is based on a bonus pool approach
providing for a comprehensive performance
measurement
at
individual
and
at
Group/Country/Division level and it provides for
the elimination of the predetermined individual
“bonus opportunity”. Moreover, the payout is
phased to coincide with an appropriate risk time
horizon. The design features of Executive
incentive plans are aligned with shareholder
interests and long-term, firm-wide profitability,
providing for an appropriate allocation of a
performance related incentive in cash and in
shares, upfront and deferred.
Reward is directly linked to performance, which is
evaluated on the basis of results achieved and on
the alignment with our leadership model and
values. The Executive Development Plan (EDP)
as the Group-wide framework for Executive
performance management is a cornerstone of fair
and coherent appraisal across the organization.
Each year, detailed information about our
compensation governance, key figures and the
features of Group incentive systems is fully
disclosed in the Annual Compensation Report.
6.4 Benefits
A range of various benefits completes the offer to
employees as part of a total compensation
package which aims to reflect internal equity and
overall coherence of our remuneration systems,
catering to the needs of different categories as
appropriate and relevant. Our employees may
enjoy welfare benefits that are supplementary to
social security plans and are intended to provide
substantial guarantees for the well-being of staff
and their family members during their active
career as well as their retirement. In addition,
special terms and conditions of access to various
banking products and other services may be
offered to employees in order to support them
during different stages of their lives. In coherence
with our governance framework and Global Job
Model, benefits are aligned against common
criteria for our Group Executive population and for
each employee category, while benefits plans are
established on the basis of local regulations and
market practices.
UniCredit affirms the value of share ownership as
a valuable tool for enabling the engagement,
affiliation and alignment of interests between
shareholders, management and the general
employee population. The Employee Share
Ownership Plan rewards the continued support
and commitment of our people throughout the
organization who can contribute to our success
with day by day decisions, actions, efforts and
behaviors. The possibility is therefore considered,
from time to time and as appropriate in light of
local legal and tax requirements, to offer
employees the opportunity to invest and
participate in the future achievements of the
Group through share-based Plans whereby
employees can purchase UniCredit shares at
favorable conditions.
UniCredit - 2014 Group Compensation Policy -17
SECTION III: ANNUAL COMPENSATION REPORT
Contents
1.
Introduction
19
2.
Governance & Compliance
2.1 Remuneration Committee
2.2 The Role of Company Control Functions: Compliance, Risk Management and Audit
19
19
21
3.
Continuous Monitoring of Market Trends and Practices
22
4.
Compensation of Directors and Executives with Strategic Responsibilities
4.1 Non-Executive Directors Compensation
4.2 Compensation of Executives with Strategic Responsibilities
23
23
25
5.
Group Compensation Systems
5.1 Target Population
5.2 2013 Systems Implementation & Outcomes
5.3 2014 Group Incentive System
5.4 Comprehensive Performance Management
5.5 Compensation of Company Control Functions
26
26
27
29
31
32
6.
Employee Share Ownership
6.1 Employee Share Ownership Plan
6.2 Share Ownership Guidelines
33
33
33
7.
Compensation Data
7.1 2013 Remuneration Outcomes
7.2 2014 Remuneration Policy
7.3 Benefits Data
7.4 Information Pursuant sect. 84-quater Consob Issuers Regulation Nr. 11971
34
34
35
36
36
8.
Compensation Tables
Information pursuant sect. 84-quater Consob Issuers Regulation Nr. 11971
38
UniCredit - 2014 Group Compensation Policy -18
1. Introduction
This Annual Compensation Report discloses all
relevant Group compensation-related information and
methodologies
with the aim
of increasing
stakeholders’ awareness of our compensation
policies, practices and outcomes, demonstrating their
coherence with business strategy and performance,
responsible
remuneration
and
sound
risk
management. The report provides ex post information
on 2013 outcomes as well as ex ante disclosure for
2014 approach, covering both our “identified staff”
population and corporate bodies’ members.
Remuneration solutions implemented in 2013,
provided for:
 compliance of incentive structures with all relevant
regulations, including deferred and equity
incentives based on financial instruments
 comprehensive performance measurement to
foster sound behaviors aligned with different types
of risk.
Over the year we constantly remained abreast of
ongoing changes in national and international
regulations, both in Italy and in other countries where
the Group operates. Among main innovations in the
regulatory framework, we highlight the following: on
January 1, 2014 the Capital Requirements Directive
(CRD IV) entered into force, providing for a cap on
variable remuneration for Identified Staff and asking
local regulators to issue regulations for local
implementation; Bank of Italy issued on December 13,
2013 a consultation document which, in its final
release, will replace the “Disposizioni in materia di
politiche e prassi di remunerazione e incentivazione
nelle banche e nei gruppi bancari” issued in 2011, in
order to introduce CRD IV requisites; finally, the
European Banking Authority published on December
16, 2013 the Regulatory Technical Standards,
qualitative and quantitative criteria which are common
at European level in order to define “Identified Staff”
population.
In July 2013 we participated in the European Banking
Authority’s (“EBA”) remuneration benchmarking
exercise and data collection of high earners, through
which it was reported to Bank of Italy information
regarding remuneration for 2011 and 2012 of all staff
and of "identified staff”, including the number of
individuals in pay brackets of at least 1 mln Euros.
In 2013 we continued our annual structured dialogue
with international investors and proxy advisors,
obtaining valuable feedback on our compensation
approach and specific inputs for an effective
compensation disclosure, considering Italian specifics
and international standards.
The Annual Report, a unique document providing
complete and comprehensive information on
compensation, includes also this year disclosure
referring to members of administrative and auditing
bodies, general managers and other key management
personnel as per the applicable regulation by the
Italian National Commission for Listed Companies
(Consob) issued in December 2011.
2. Governance & Compliance
UniCredit’s corporate governance framework assures,
among other things, clarity and accountability in
decision-making regarding remunerations.
2.1 Remuneration Committee
The Remuneration Committee performs an integral
role in supporting Board oversight of Group
Compensation Policy and plans design.
The Remuneration Committee was established by the
Board of Directors in June 2000, at that date it had
been established as the Remuneration and
Nomination Committee, then canceled by the Board of
Directors on January 11, 2006 with the creation of two
new Committees named respectively Corporate
Governance, HR and Nomination Committee and
Remuneration Committee. It’s current members have
been appointed on May 29, 2012, further to the
election of the new Board of Directors resolved by the
Shareholders’ Meeting of May 11, 2012. On May 11,
2013 Mr. Alexander Wolfgring succeeded to Mr.
Friedrich Kadrnoska, who resigned with the same
effective date.
As also established in the Board’s Charter and
described in the Group official website, the
Remuneration Committee consists of 5 non-executive
members, the majority of whom are independent.
The Chairman of the Board and Stand-in Chairman
are members by right. The other members are chosen
based upon their expertise and willingness to accept
the office. The Chairman of the Committee is the
Chairman of the Board of Directors. Three members
of the Committee - among whom both the Chairman
and the Stand-in Chairman - also serve on the Internal
Controls & Risks Committee.
UniCredit – 2014 Group Compensation Policy - 19
All Committee’s members meet the professionalism
criteria set forth by the current Laws and Regulatory
requirements. Each one of the members has a
specific technical know-how on the matters overseen
by the Committee; some of them in particular have
developed also experiences in the accounting and
finance areas.
The independence of sitting members is verified by
the Board on the basis of criteria implementing the
Corporate Governance Code (“Code”) issued by
Borsa Italiana and pursuant to Section 148, paragraph
3 of Legislative Decree No. 58/98 (“Testo Unico della
Finanza” – “TUF”). The table at the end of this chapter
reports the details regarding the independency status
of the members of the Committee.
The works of the Committee are coordinated by its
Chairman, who meets the independency criteria set
by “TUF”.
The role of the Remuneration Committee is to provide
advice and opinions on proposals submitted to the
Board, also availing itself with the support of an
external consultant, as relevant and opportune
regarding:

the remuneration of UniCredit Directors who
hold specific duties, and especially the
remuneration of the Chief Executive Officer
(CEO)

the remuneration of UniCredit General
Manager, in the event that the General
Manager is also the CEO

the remuneration structure of the CEO, General
Manager (GM) and Deputy General Managers
(DGM)

the remuneration policy for the Senior
Executive Vice Presidents (SEVP), Group
Management Team (Executive Vice Presidents
- EVP), Leadership Team (Senior Vice
Presidents - SVP) and Heads of Department
reporting directly to the CEO

the approval of Group incentive plans based on
financial instruments

the remuneration policy for corporate officers
(members of the Board of Directors, Board of
Statutory Auditors, and of Supervisory Board of
Group Companies).
In the cases specified under first three points, the
proposals that the Committee will be called upon to
express its opinion on, will be formulated by the
Chairman.
Within the scope of its responsibilities, the
Remuneration Committee:

presents to the Board of Directors proposals
related to the definition of the Group
Compensation Policy, to be then presented for
approval to the Shareholders’ Meeting,
including the eventual proposal to increase to
2:1 the ratio between variable and fix
remuneration

periodically assesses the adequacy of the
Compensation Policy, monitoring international
practices, industry trends and compensation
levels expresses by the Bank’s main
competitors (peers), making proposals for
possible corrective measures and/or the
management of particular/exceptional cases

makes proposal for the definition of the
performance goals linked to the variable part of
the remuneration of the CEO, GM and DGMs,
as well as the Heads of the Company Control
Functions

verifies the actual achievement of the same
goals and monitors the application of the
Compensation Policy approved by the
Shareholders’ Meeting as well as the
enactment of the decisions made by the Board
of Directors.
The Committee members whose remuneration is
subject to discussion and/or object of the provision of
an opinion by the same Committee, in respect of their
specific positions, do not attend the relevant
scheduled meetings.
Members of the Group’s top management team, and
among them - as per Bank of Italy request - the Heads
of the Risk (Chief Risk Officer) and Internal Audit, may
be invited to attend Committee meetings with regard
to specific issues. In 2013 the Group Head of HR
always attended the meetings as guest. The CEO is
generally not present during Remuneration Committee
meetings and in 2013 he participated, as attendee, to
January 22, 2013 sitting.
The Chairman invited the Head of Internal Audit to
attend one meeting of the Remuneration Committee in
2013, in relation to the annual audit performed on the
Group incentive systems, whose results have been
then discussed in the Board of Directors and
presented to the Shareholders’ meeting.
The Remuneration Committee, through its Chairman,
has access to all the information and corporate
UniCredit - 2014 Group Compensation Policy - 20
functions as required for performing its duties, and for
this purpose relies on the support of the corporate
head office structures.


The Committee avails itself with the services of
Mercer, an external independent advisor, providing
advice on compensation practices and trends, as well
as up-to-date remuneration benchmarking studies. It
has been evaluated in advance that such an advisor is
not in any position which might impair its
independence. Mercer collaborates with the
Committee since 2007 and has been its independent
advisor also for 2013. The representatives of Mercer
were regularly invited to attend meetings to discuss
specific items on the Committee’s agenda.
During the year, the spending requirements of the
Committee are met by its own specific budget, which
may be supplemented to meet specific needs. In
particular in 2013, by means of its budget, the
Remuneration Committee was able to get the advice
of Mercer to get the updated information needed for
the decisional processes.
In 2013 the Remuneration Committee met 7 times.
The meetings had an average duration of one hour
and fifteen minutes.
As a rule, the Committee
meetings are scheduled on a bimonthly basis. As of
April 2014, 4 meetings of the Committee have been
held this year. Minutes are taken of each meeting of
the Remuneration Committee and placed on record by
the Secretary designated by Committee itself.
During 2013 the key activities of the Remuneration
Committee included:
 final evaluation of Group sustainable performance
parameters and risk-reward alignment, as
required by law under Bank of Italy provisions
 monitoring and analyzing the remuneration
system evolution in relation to the change of the
reference scenario and to the recommendations
and provisions as set out by Supervisory
Authorities and main international institutions, in
particular regarding
the European Directive
“Capital Requirement Directive IV” and its
implementation in member States
 drawing up the 2013 Group Compensation Policy,
supported by the Human Resources and
Compliance and Risk Management functions, for
submission to the Board and subsequent approval
of the Annual Shareholders’ Meeting
 updating the Group Incentive System in line with
regulatory requirements which emerged and
evolved over the year
monitoring the coherent implementation of the
policies and systems as well as the execution of
the delegated powers
monitoring external market trends, including
benchmarking analysis provided by Mercer
against the peer group, to formulate informed
proposals to the Board.
The main topics discussed by the Committee are also
submitted to the attention of the Board of Statutory
Auditors, in advance over their submission to the
Board of Directors.
The following table summarizes the composition of the
Committee in 2013 and, in addition to the information
on the independency of the members, provides details
regarding their attendance to the meetings that have
been called during the year.
REMUNERATION COMMITTEE (YEAR 01/01/2013 - 31/12/2013)
Office
Name
MEMBERS CURRENTLY IN OFFICE
Chairman
Vita Giuseppe
Deputy Vice Chairman Fois Candido
Director
Bochniarz Henryka
Director
Caltagirone Alessandro
Director
Wolfgring Alexander
MEMBERS NO LONGER IN OFFICE
Director
Kadrnoska Friedrich
Notes
Indipendepende
ncy according to
Code TUF
*
**
***
****
No
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
P
M
M
M
M
7
7
7
7
3
100%
86%
86%
71%
100%
(1)
Yes
Yes
M
4
50%
(2)
(*) This column reports the office covered in the Committee (P= Chairman; M=Member)
(**) This column reports the number of meetings called during the period in which the office has been
covered
(***) This column reports the percentage of participation to the committee's meetings (nr. of meetings
attended / nr. of meetings held during the actual period in which the office has been covered during the
year)
(****) This column reports by means of notes the start and end dates of the office for the directors who
have not been members of the Committee for the whole year
(1) office covered till 11th May 2013
(2) office covered from 11th May 2013
2.2 The Role of Company Control Functions:
Compliance, Risk Management and Audit
Group Compliance function’s key contributions in
2013 included:




validation of the 2013 Group Compensation Policy
submitted to the Board for subsequent approval of
the Annual General Meeting on May 11, 2013
validation of the 2013 Group Executive Incentive
System, including individual goals for the CEO,
GM, DGMs and Heads of Control functions
participation – within its role and remit – in the
2014 Group Incentive System design, and System
compliance evaluation
preparation – in collaboration with the Human
Resources function – and distribution of Group
guidelines for the development and management
UniCredit - 2014 Group Compensation Policy - 21



of 2014 incentive systems for below Executive
population
preliminary compliance evaluation of “incentive
frameworks” for Group Below Executive
population in Control Functions and Competence
Lines
participation in specific HR Compensation
initiatives (for instance: review of “KPI Bluebook”;
review of definition of “Identified Staff” for the
application of Group Incentive System)
analysis of specific expectations regarding “nonstandard” compensation.
In 2014, the Compliance function will continue to
operate in close co-ordination with the Human
Resources function to support not only in the
validation but also in the design and definition of
compensation policy and processes.
The link between compensation and risk is maintained
also in 2013 with the involvement of the Risk
Management function in compensation design and the
definition of an explicit framework to base
remuneration within an overarching Group Risk
Appetite Framework so that incentives to take risk are
appropriately constrained by incentives to manage
risk. In particular, the Board of Directors and
Remuneration Committee draw upon the input of
involved functions to define the link between
profitability, risk and reward within Group incentive
systems.
Internal Audit of the 2013 Remuneration policies
and practices
The Group Audit Department performed the annual
audit on the Group variable remuneration system as
requested by Bank of Italy in October 2009. The
objective was to perform a follow-up of the
recommendations issued in 2013 and to assess the
correct implementation of the 2013 remuneration
process, verifying in particular both the integrity/
completeness of information provided to the
Remuneration Committee and the adherence of
implementations based on Remnueration Committee
decisions.
The results of the audit were presented to the
Remuneration Committee on 2nd April 2014.
The population in scope included the following
categories as defined by HR Compensation Unit:
1. identified staff:
 executives - CEO, GM, Deputy GM, SEVP, EVP
 employees (SVP and below) materially impacting
on Group risk exposure in terms of liquidity, credit
and market risks with bonuses equal or above
Euro 500k;
2. other selected roles – remaining SVPs and
employees in specific roles (below SVP) in CIB
division impacting market, credit and liquidity risks,
with bonuses equal or above Euro 100k.
The annual Internal Audit assessment resulted in a
satisfactory rating, based on the overall correct
implementation of the bonus mechanism, as decided
and modified by UnCredit Remuneration Committee
and Board of Directors. To be noted that the
Remuneration Committee and the Board of Driectors,
in light of the particular performance of the Group in
2013, have decided exceptionally to apply a different
mechanism to the bonus determination moving away
from the Group gate to a selective approach.
Although this decision is within the discretionary
power of the Board of Directors, it created some
implementation complexity, since the new approach
had not been ruled in detail ex ante. Overall, once
clarified, the new ex post rules have been applied
correctly with limited exceptions.
There still persist, however, some areas of
improvement since not all the previous audit
recommendations have been fully implemented. In
particular:
 definition of escalation process for severances
contracted not in line with standards defined by
internal guidelines
 better formalization of performance appraisal
when discretionary power of the manager is
applied in the evaluation
 stricter correspondence of KPIs assigned with
those listed in the KPI Bluebook.
Going forward, the 2014 bonus mechanism will be
significantly changed introducing bonus pool based on
the performance at Group and Country/Division level.
3. Continuous Monitoring of Market Trends and
Practices
Remuneration Committee and Board of Directors
make informed decisions on compensation, in line
with business strategy and based on appropriate
market awareness.
Key highlights of total compensation policy defined
this year with the support of continuing external
benchmarking and trends analysis provided by the
independent external advisor to the Remuneration
Committee include:
 definition of executive compensation policy with
particular reference to the design of the Group
incentive systems defined for 2014
UniCredit - 2014 Group Compensation Policy - 22

pay recommendations based on specific
benchmarking analysis against our defined peer
group to inform any decision.
Compensation levels and ratio between fix and
variable component of overall remuneration for
Executives and management are planned, managed
and reviewed based on our strategic framework and
also aligned with UniCredit relative performance over
time. As policy target, total compensation is set
between market median and upper quartile, with
individual positioning defined considering specific
performance, potential and people strategy decisions.
Base salaries are appropriate in the specific market
for the business in which an individual works and for
the talents, skills and competencies that the individual
brings to the Group. The level of fix pay should be
sufficient so that inappropriate risk-taking is not
encouraged.
The peer group used at Group level to benchmark
compensation policy and practice with particular
reference to the senior executive population is defined
by the Remuneration Committee upon proposal of the
independent external advisor on the basis of criteria
including: comparability of size, complexity and
business model, presence in customer, talent and
capital markets, risk and legal-socio-economic
environment.
The peer group is subject to annual review to assure
its continuing relevance. For 2013, the pan –
European peer group was confirmed from previous
year:
2013 UniCredit Group peers
As approved by the Remuneration Committee, the
peer group is comprised of the financial institutions
shown below:
 Banco Santander
 Banque Populaire CE
 Barclays
 Banco Bilbao Vizcaya Argentaria
 BNP Paribas
 Credit Agricole
 Credit Suisse
 Deutsche Bank
 HSBC
 Intesa Sanpaolo
 Nordea Bank
 Royal Bank of Scotland
 Société Générale

UBS
4. Compensation of Directors and Executives with
Strategic Responsibilities
The remuneration for members of the administrative
and auditing bodies of UniCredit is represented only
by a fix component, determined on the basis of the
importance of the position and the time required for
the performance of the tasks assigned. This policy
applies to non-Executive Directors as well as
Statutory Auditors and the Supervisory Body
members (pursuant to Legislative Decree 231/2001).
4.1 Non-Executive Directors Compensation
The compensation paid to non-executive directors is
not linked to the economic results achieved by
UniCredit. In fact the remuneration for UniCredit’s
non-executive Directors is represented only by a fix
component, determined on the basis of the
importance of the position and the time required for
the performance of the tasks assigned.
In light of the above, the Ordinary Shareholders’
Meeting held on May 11, 2012 considering market
practices had resolved to assign to UniCredit’s Board
of Directors, for each year of activity, the overall
annual amount of Euro 2,800,000, including Euro
1,235,000 for the Directors holding offices in the
Board’s Committees and in the other bodies of the
Company attended by Directors (including the
Supervisory Body pursuant to Legislative Decree
231/2001). It had been also confirmed the attendance
fee of Euro 400 for each meeting of the Board of
Directors, of the Board’s Committees and of the other
bodies of the Company attended by Directors, even if
these meetings were held on the same day.
Further to the aforesaid Shareholders’ Meeting of May
11, 2012, similarily to what was done for the other
Board’s Committees, the Board had set respectively
at Euro 36,000 and Euro 18,000 the remuneration for
the Chairman and for the Director, non-executive
member, of the Supervisory Body pursuant to
Legislative Decree 231/2001. Furthermore the
compensation for the Chairman of the Internal
Controls & Risks Committee had been defined as
Euro 176.000.
Pursuant to Sect. 2389, paragraph 3 of the Italian Civil
Code, the Board of Directors held on June 25, 2012
had also established, after consultation with the Board
of Statutory Auditors, to give UniCredit’s Directors
vested with particular offices an additional
remuneration consisting of a fix annual amount for
UniCredit - 2014 Group Compensation Policy - 23
each year of their term of office, whose amounts (prorated for the actual period during which the offices
have been covered within the year) are reported in
the Table 1 published in chapter 8, as per Sect. 84quater (Annex 3A, Schedule 7-bis) of Consob Issuers’
Regulation.
The Annual Shareholders’ Meeting of May 11, 2013,
regarding the creation on February 2013 of the
“Related – parties and equity investments committee”,
distinct from the Internal Control & Risk Committee, in
order to assign a remuneration to Directors
participating to the Committee, because of the
enlargement of their accountabilities and consistently
with the remuneration assigned to Directors
participating to other Board Committees, has decided
an increase from Euro 1.235.000 to Euro 1.343.000
the annual amount to be assigned to Directors for the
participation to Board Committees and to other
company bodies; fixing, as a consequence, the overall
amount of the allowance to be assigned to Directors
at Euro 2.908.000, confirming the attendance fee of
Euro 400 for the participation to meetings.
As repeatedly underlined, non-executive directors do
not take part in any incentive plans based on stock
options or, generally, based on financial instruments.

Indemnities to directors in the event of
resignations, dismissal or termination of
employment following a public purchase offer (as
per Sect. 123/bis, paragraph 1, letter i), of TUF):
None of the Directors have contracts containing
clauses envisaging the payment of indemnities, or
the right to keep post-retirement benefits, in the
event of resignations or dismissal/revocation
without just cause or if the employment relationship
is terminated following a public purchase offer. In
case of early termination of the mandate, the
ordinary law provisions would therefore apply.
The individual employment, as Executive, of the
Chief Executive Officer, Mr. Federico Ghizzoni, is
today governed - also with regards to the event of
resignations, dismissal/revocation or termination by the ordinary provisions of the law and National
Labor Agreement for Banking Industry Executives
dated February 29, 2012. In such context, the
annual remuneration used to define the possible
indemnity due in the above mentioned instances
would include the fix remuneration, any other
continuative compensation and the average of the
variable pay (inclusive of the components paid in
equity - such as for example free shares, restricted
shares, performance shares - with the only
exclusion of the valorization of the stock options
potentially assigned within long term incentive
plans) received in the last three years prior to the
termination. The actual amount of such indemnity –
in terms of months of compensation considered – is
then bound to vary depending on the events which
led to the termination and on the relationship’s
duration.
Non-executive Directors do not receive, within
incentive plans, UniCredit subscription rights. For
the Chief Executive Officer no specific provisions
are provided with reference to the right to keep, in
case of termination, the options received and the
plans’ provisions apply.
For none of the Directors currently in office,
provisions exist regarding the establishment of
advisory contracts for a term following the
termination of the directorship, nor the right to keep
post retirement perks. No agreements exist either
providing compensation
for non-competition
undertakings.
The compensation paid to the Board of Statutory
Auditors is in no way linked to the economic results
achieved by UniCredit. In fact the remuneration for
UniCredit’s Statutory Auditors is represented only by a
fix component, determined on the basis of the
importance of the position and the time required for
the performance of the tasks assigned.
In light of the above, the Ordinary Shareholders’
Meeting held on May 11, 2013, while appointing the
Board of Statutory Auditors, resolved an annual
compensation of Euro 140.000 for the Chairman of
the Board of Statutory Auditors and of Euro 100.000
for each standing Statutory Auditor plus an
attendance fee of Euro 400 for every meeting of the
Board of Statutory Auditors they attend.
Alternate Auditors do not receive any compensation
unless they are actually asked to join the Board of
Statutory Auditors in substitution of a standing
member.
No Statutory Auditor is beneficiary of any incentive
plan, including those based on stock options or,
generally, on financial instruments.
UniCredit - 2014 Group Compensation Policy - 24
4.2 Compensation of Executives with Strategic
Responsibilities
The Board of Directors, on June 21, 2011 has
identified as “Executives with strategic responsibilities”
– to the ends of the application of all statutory and
regulatory instructions – the Chief Executive Officer,
the General Manager, the Deputy General Managers
and the other members of the Executive Management
Committee (Chief Financial Officer, Chief Risk Officer,
General Counsel & Group Compliance Officer and
Group Head of HR) as well as the Head of Internal
Audit of UniCredit.
Such definition has been substantially confirmed in
the resolution made by the Board on March 15, 2013
which, in the framework of an overall review of the
managerial committees, replaced the references to
the Executive Management Committee with the ones
to the newly established “CEO Office”, having the
same composition.
For 2013, according to our Group Compensation
Policy and to the recommendations of the national
and international authorities, the fix and variable
components of the compensation of the CEO (the sole
executive director sitting on the Board of Directors and
employee of the Company) – consistently with the
other Executives with strategic responsibilities – are
balanced through the ex ante definition of the relative
weight of different components of the remuneration,
considering also the company’s strategic goals, risk
management policies and other elements influencing
firm’s business. Within the 2014 Group Compensation
Policy, consistently with CRD IV, it has been provided
for the determination of the maximum ratio of variable
remuneration compared to fix.
The fix component is defined based on appropriate
market awareness and in such a way to be sufficient
to reward the activity rendered even if the variable
part of the remuneration package were not paid due to
non-achievement of performance goals.
The CEO, as well as the other Executives with
strategic responsibilities – in line with the most recent
laws, provisions and recommendations issued by
regulators and international bodies (such as for
example CRD IV, Bank of Italy, Financial Stability
Board, European Banking Authority) – have a
balanced part of their remuneration linked to the
economic results of UniCredit, taking also into
consideration the overall profitability, weighted by risk
and cost of capital, as well as sustainability goals
(based on capital and liquidity ratios). Such variable
compensation is linked to the achievement of specific
goals which, in compliance with the Board of
Directors’ Regulation, are previously approved by the
Board upon proposal of the Remuneration Committee
and heard the opinion of the Board of Statutory
Auditors.
Ex ante defined specific metrics that reflect categories
of our Group Risk Appetite Framework align
Executives’ remuneration to sustainable performance
and value creation for the shareholders in a
medium/long term perspective. Specific individual
goals are set out taking into consideration the market
practices and the role assigned within the Group,
through the systematic use of specific indicators
aimed at strengthening the sustainability of business,
such as, for example, the satisfaction both of internal
and external customer, risk and financial sustainability
indicators and profitability measures also related to
the industry peers.
2013 variable incentive systems provide for a cap to
the variable pay, whose target values are established
considering the defined pay mix and whose maximum
payout cannot exceed 150% of the target value. For
2014, according to CRD IV, it is established that the
variable remuneration cannot be higher that a defined
ratio of the fix.
It is also foreseen the deferral in cash and shares of
80% of the incentive, including 20% of upfront shares
with payout subject to the achievement of future
performance conditions over the following financial
years. The measure and duration of the deferral are
aligned with the provisions set by regulators and are
consistent with the characteristics of the business and
with the company’s risk profiles.
For the Heads of the Control Functions the targets,
pursuant to the provisions of Bank of Italy, are
established by the Board of Directors in line with the
tasks assigned to them and avoiding, unless good
reasons exist, goals connected to the Bank’s
performance. In the decision making process related
to Company Control Functions are also involved the
Board of Statutory Auditors (for the Manager in charge
of preparing company's financial reports and for the
Head of Internal Audit), the Internal Controls and
Risks Committee (with regards to the Heads of
Internal Audit and Legal & Compliance functions).
In particular, for 2013, the individual goals of the
Heads of the Internal Audit and Legal & Compliance
UniCredit - 2014 Group Compensation Policy - 25
functions are not connected – according to the
provisions set forth by the Board of Directors
Regulation – to the Company’s performance. For the
Heads of the Risk Management function and the
Manager in charge of preparing company's financial
reports, the Board of Directors has verified the
existence of valid reasons to insert goals linked to the
performance results of UniCredit only in a very limited
measure.
More
information
regarding
our
compensation approach for Company Control
Functions is provided further in chapter 5.5.
For 2013, the target pay-mix for the Executives in
Control Functions has been defined in advance
setting a minimum 51% weight of fixed compensation
in the overall package, thus guaranteeing a wellbalanced total compensation. Detailed pay mix
information is included in chapter 7.2.
Since 2000, UniCredit has launched equity based
incentive plans for the Top Management (therefore
including also the CEO and the Executives with
strategic responsibilities).
The 2013 Group Incentive System provides for 50% of
the annuaI incentive to be deferred and paid in the
five following years through the granting of UniCredit
shares. The number of such shares is set at the
beginning of the deferring period, thus creating a link
between the evolution of the share price and the
actual value of the incentive. More information
regarding the 2013 incentive plans implementation
and outcomes is provided in chapter 5.2.
The CEO benefits also from the Share Plan resolved
by the Shareholders’ Meeting of April 29, 2011 , which
provides for the granting in three installments of
overall 252,070 UniCredit ordinary shares. The first
and second tranche of 84,023 shares have been
actually granted during 2012 and 2013. In 2013,
referring to such plan, a further allocation of 568.181
shares in two tranches of 284.090 and 284.091
shares has been defined, respectively for 2015 and
2016. More information is reported at Table 3A,
drafted according to Consob Issuers’ Regulation nr.
11971 and published in the following chapter 8.
For the CEO, sole member of the Board of Directors
to benefit from equity based incentive systems, as
well as for the GM and the DGM, are in place share
ownership guidelines, detailed further in paragraph
6.2.
5. Group Compensation Systems
5.1 Target population
The European Banking Authority has issued on
December 16, 2013 the Regulatory Technical
3
Standards (RTS) on criteria for the identification of
categories of staff having a material impact on the risk
profile of the institution, with the aim of ensuring an
adequate harmonization among European Countries,
through a common approach.
Starting as early as 2010, UniCredit conducted every
year, in alignment with specific regulation, the selfevaluation process to define Group’s “identified staff”
population to whom, according to regulators, specific
remuneration rules apply.
In 2014, “Identified Staff” population has been
reviewed guaranteeing full compliance with regulatory
requirements (EBA RTS issued on December 16,
providing for the extension of evaluation criteria; Bank
of Italy “Disposizioni in materia di politiche e prassi di
remunerazione e incentivazione nelle banche e nei
gruppi bancari”, consultation paper issued on
December 13, 2013).
The definition of 2014 “Identified Staff” followed a
structured assessment process both at Group and
local level, based on common qualitative and
quantitative criteria at European level.
The application of qualitative criteria brought, based
on role, decisional power and senior accountability of
staff, to the identification of senior management staff,
risk takers and staff in control functions, regardless of
their remuneration; quantitative criteria have been
used as residual criteria in order to include in the
“Identified Staff” category those employees whose
overall compensation reflects the contribution they
provide for the achievement of company goals and the
impact of their professional activity on its risk profile.
The result of the assessment process for the definition
of “Identified Staff” brought to the identification of a
total number of approximately 900 resources for
4
2014 .
3
European Banking Authority (EBA) – final report – Regulatory
Technical Standards on criteria to identify categories of staff whose
professional activities have a material impact on an institution’s risk
profile under Article 94 (2) of Directive 2013/36/EU
4
Identified Staff data refers to the population at the date of
February 25, 2014, providing for an ex ante definition, in line with
regulatory requirements.
UniCredit - 2014 Group Compensation Policy - 26
As a result of the analysis and as approved by the
Board upon Remuneration Committee proposal, we
reconfirmed for 2014 the following categories of staff
as “identified staff”: Group CEO, Group Executives
responsible for day-to-day management (GM, DGM,
SEVP and EVP), executive positions in Company
Control Functions (Audit, Risk Management and Legal
& Compliance) and executive positions in Planning,
Finance and Administration function, as they are
responsible at Group level for strategic decisions
which may have a relevant impact on the institution’s
risk profile and we included Senior Vice President
(SVP)
population,
Board
Members/Senior
Management/other specific roles in Group’s Legal
Entities, as per Group-wide application of qualitative
criteria.
The application of quantitative criteria led to the
identification of employees:

with overall remuneration equal or greater than
Euro 500,000
 within the 0.3% of staff who have been awarded
the highest total remuneration
 who have been awarded total remuneration that
is equal to or greater than the lowest total
remuneration awarded to a member of staff who
is a member of senior management, identified
within Executive Vice President and above
population.
Moreover, it has been considered “Identified Staff”
also that population having an impact on institution’s
risk profile, in alignment with specific local regulations.
Target population represents approximately 0.6% of
the Group employee population.
Compensation data and vehicles used for the target
population in 2013 are disclosed in chapter 7 of this
Report.
2013 Group Incentive System
The 2013 Group Incentive System provides for the
allocation of a performance related bonus in cash and
free ordinary shares over 5 years, based on a multiperspective assessment of operational & sustainability
drivers (as set in the individual Performance Screen)
and on the application of an overall risk/sustainability
factor, related to annual Group profitability, solidity
and liquidity results (Group Gate/Zero Factor).
In 2013, UniCredit stated a Net Loss of Euro 14 bln,
due to the completion of the balance sheet
restructuring, booking extraordinary costs in order to
reach a credit coverage of 52%, same level before
crisis, in line with our main European competitors.
Such extraordinary costs are mainly related to new
credit provisions accounting for Euro 7,2 bln mainly in
Italy, where it has been adopted a strict and prudent
evaluation criteria for non performing loans and
relevant securities. These provisions regard past
operations and do not imply a rise in non performing
loans. Moreover, an impairment regarding a part of
our goodwill and customer relationships has been
performed for Euro 9,3 bln. This is a pure accounting
element that has no impact on our Group capital
ratios.
The measures adopted in this sense are a necessary
step in order to prepare our Strategic Plan actions for
2013-18.
For 2013, UniCredit Board of Directors has taken into
consideration Remuneration Committee’s proposals
and regulatory guidelines regarding variable
remuneration.
The assessment related to remuneration decisions, as
already happened in past years, has been supported
by a strict Group governance process in order to
guarantee consistency and transparency to all
involved parties.
5.2 2013 Systems Implementation & Outcomes
In 2013 Group incentive systems were implemented
within the framework of our policy and governance.
The following plans were offered last year to our
target population on a differentiated basis:


2013 Group Incentive system that provides for
allocation of a performance related bonus in cash
and shares, upfront and deferred over up to 5
years period.
Share plan for talents and other Group mission
critical players
The Board of Directors has expressed its sincere
appreciation
for
the
great
professionalism
demonstrated by the Management during a
particularly difficult year and for the initiatives that
make UniCredit today being a Bank even more
prepared to catch all the opportunities illustrated in our
Strategic Plan. Nevertheless, taking into account the
general environment, this year it has been considered
appropriate not to proceed with the allocation of
bonuses for the Group Top Management, irrespective
of individual performance achievements.
UniCredit - 2014 Group Compensation Policy - 27
Within this framework, consistently with Group
Compensation Policy, the Board has decided a
particularly selective bonus payment for the remaining
population, focusing on Group segments which
achieved solid and sustainable performance. Overall,
bonus that will be paid to top ca. 120 Group
Executives show a decrease of more than 60%
compared with target opportunities and 80% of them
will be deferred in following years and linked with the
achievement of future performance conditions.
In line with Group governance, 2013 evaluations and
payouts for CEO, GM, DGMs, Heads of Company
Control Functions, Heads of Group Finance, Planning
& Administration function and Human Resources
function are reviewed by the Remuneration
Committee and approved by the Board, heard the
Statutory Auditors and Internal Controls & Risks
Committee as relevant.
The total amount of variable compensation for the
identified staff, detailed in chapter 7.1, is sustainable
given the bank's financial position and does not limit
bank’s ability to hold an adequate level of capital.
Upon the assessment of achievement level for goals
defined for 2013, and subsequent Board approval on
March 11, 2014 it was promised the allocation of ca.
10 mln. UniCredit ordinary shares to 850 Group
Executives and other selected roles, to be done in
2016, 2017, and 2018 conditional to the application of
Zero Factor for 2015, 2016, and 2017 respectively.
Therefore, 2013 Group Incentive System would entail
an expected impact on UniCredit share capital of
approximately 0.2%, assuming the achievement of
Group performance thresholds provided by Zero
Factor.
Share Plan for Talents and Other Group Mission
Critical Players
The plan was offered in 2011 with the aim to motivate
and retain strategic resources and to align
beneficiaries and shareholder interests, rewarding
long term value creation through the share price
appreciation.
Upon Board decision on March 11, 2014 a number of
ca. 1.2 mln. ordinary shares will be allocated to 858
beneficiaries of the Plan which were selected by their
fit with corporate values and consistent behaviors, the
strategic relevance and impact of the position covered
and performance achievements, as well as the
retention imperative to focus on Group high potential
talents. The plan provides for UniCredit free ordinary
shares allocation in 3 equal installments over a 3 year
period, subject each year to the application of a Zero
Factor related to Group profitability, solidity and
liquidity results in the previous year and in absence of
any individual/values compliance breach as well as
the continuous employment condition.
Local coordination and specific programs
Group Incentive System elements are fully applied
across the Executive population, with local
adaptations on the basis of regulatory and/or business
specifics, consistent with our overall Group approach.
Being fully compliant with the principles of the plans,
local adaptations allow the achievement of the same
results if the implementation of the plans should have
some adverse effects (legal, tax or other) for the
Group companies and/or beneficiaries residing in
countries where the Group is present.
Implementation approach of Group incentive plans for
the Executive population fully complies with Bank of
Italy requirements and European guidelines, and at
the same time considers:

continuous need to demonstrate compliance to
each national regulator

local pressure to adopt alternative solutions as
necessary according to host regulators

implementation subject to annual Audit separately
in each jurisdiction

further progression required to reconcile local
differences and home/host regulatory roles.
The Board of Directors was authorized by the
Shareholders’ meeting to make appropriate changes
for the implementation of the plans in compliance with
legal and/or tax regulations in countries where the
Group is present, and provided for the use of different
solutions. For example, among the others, for
Zagrebačka Banka in Croatia, in line with Croatian
National Bank (CNB) requests, it has been
implemented the use of local company shares instead
of UniCredit shares for the execution of Group
incentive plans, as well as the use of a local Gate
linked to performance, in addition to the extension of
the payment period and to the change in the bonus
payout structure
With due consideration of binding regulations of local
financial supervision authority in Poland, it is deemed
opportune for Pekao Bank to use company
performance parameters and shares (local Gate and
Pekao shares).
UniCredit - 2014 Group Compensation Policy - 28
As done in previous years, for Group Executives in
Pioneer Global Asset Management SpA, a sharebased incentive plan based on Pioneer shares is
offered in addition to the standard Group system,
ensuring
full
compliance
with
regulator
recommendations for increased autonomy of Asset
Management businesses in banking groups.

For the general employee population, specific
systems are implemented, considering market local
practices.
In accordance with regulatory framework and with our
governance, HR function in strict collaboration with
Compliance function manages on an annual basis the
process of compliance review of incentive systems for
below Executives population, with the main goals to
ensure conformity of incentive systems below
Executives with the Group Compensation Policy and
compliance guidelines, and also to be in line with the
relevant regulations on the matter of incentive
systems.

5.3 2014 Group Incentive System
The 2014 System, as approved by UniCredit Board of
Directors on January 21, 2014, provides for a “bonus
pool” approach which takes into consideration most
recent
national
and
international
regulatory
requirements and directly links bonuses with company
results at Group and Country/Division level, furtherly
ensuring link between profitability, risk and reward
providing for:
 allocation of a variable incentive defined on the
basis of the determined bonus pool
 definition of a balanced structure of upfront
(following the moment of performance evaluation)
and deferred payments, in cash and in shares, to
be paid over a period of up to 6 years
 distributions of share payments which take into
account the applicable regulatory requirements
regarding the application of share retention
periods
 risk adjusted measures in order to guarantee long
term sustainability regarding company financial
position and to ensure compliance with
regulations
 a malus clause (Zero Factor) which applies in
case specific thresholds (profitability, capital and
liquidity) are not met at both Group and
Country/Division level.
The bonus pool is a process that includes the
following steps:
bonus funding:
- bonus pools are defined based on expected
Group and Country/Division performance
- bonus pools are defined in the budget phase as a
percentage of a funding KPI determined at Group
and Country/Division level (e.g. Net Operating
Profit)
bonus distribution:
- consistency
with Group performance and
sustainability is ensured through specific entry
conditions
set
at
both
Group
and
Country/Division level
- distribution is risk adjusted in order to guarantee
sustainability with respect to company’s financial
position based on risk appetite framework and
further performance analysis done by Planning
Finance and Administration function
- application of a malus clause in case specific
profitability, liquidity and capital thresholds are
not reached at Group and Country/Division level

bonus allocation:
- individual performance appraisal is based on 4 –
8 goals. Other optional targets and relevant
behaviors could be considered by the manager
for the overall performance appraisal. For each
role, goals are selected from our catalogue of
main key performance indicators (“KPI”). Further
details in Chapter 5.4
- individual bonus will be allocated to beneficiaries
on the basis of bonus pool, individual
performance appraisal, internal benchmark for
specific position and market and bonus cap
determined by Shareholders’ Meeting.
Bonus funding and distribution
Appropriate bonus pools are defined in the budget
phase for each of the external segments and
subgroups as a percentage of their Funding KPI
considering: historical data analysis, expected
profitability, business strategy, previous year pool and
market context/external benchmarking.
The budget is submitted to the approval of UniCredit
Board of Directors. Quarterly accruals are based on
actual results, with adjustments made throughout the
year with Q1, Q2 and Q3 forecast being affected by
performance trends.
Bonus pools are proposed bottom-up from the
Countries/Divisions based on last official forecast data
UniCredit - 2014 Group Compensation Policy - 29
of the year and considering the assessment of both
Group and Country risk-adjusted forecasted results.
The “Entry Condition” is the mechanism that
determines the possible application of malus clause
(Zero Factor) on the basis of performance indicators
in terms of profitability, capital and liquidity defined at
both Group and Country/Division level.
In order to align to regulatory requirements, in case
both at Group and Country/Division level set KPIs are
not met, a Zero Factor will apply to the
Executive/”Identified Staff” population whereas for
below Executive population, a significant reduction will
be applied. Moreover, it will be also considered the
individual respect of provisions of law, Group’s
compliance rules, Company policies or integrity
values, Code of Conduct and clawback clauses, as
legally enforceable.
the Group, the company or the market in which it
operates, the Board of Directors, having heard the
opinion of Remuneration Committee, maintains the
right to amend the system and relevant rules.
Appraisal and bonus allocation
Individual performance appraisal is based on 4-8
goals, of which at least half sustainability, originated
from the Group Competency Model, framework in
which the Executives are assessed within the
Executive Development Plan processes. Moreover
there is the possibility to include additional targets on
top of the 4-8 core goals, to be taken into
consideration within the overall performance
assessment.
Competencies and behaviors considered as relevant
can be taken into account by the manager for the
overall performance appraisal.
In case Zero Factor is not activated, bonus pool
adjustments will be applied within respective ranges
based on the assessment of Country/Division & Group
performance and risk factors.
In case Country/Division is in a malus condition while
the entry conditions are met at Group level, a floor
might be defined for retention purposes and in order
to maintain the minimum pay levels needed to play in
the market.
The goals appraisal system is based on a 1-5 rating
scale with a descriptive outcome.
In any case, as requested by regulations as per Bank
of Italy “Disposizioni”, the final evaluation of Group
sustainable performance parameters and the
alignment between risk and remuneration will be
assessed by Remuneration Committee and defined
under the governance and accountability of the Board
of Directors.
The Board of Directors does not take into account,
when deciding bonus, balance sheet “extraordinary
items” which do not impact operational performance,
regulatory capital and liquidity (e.g. goodwill
impairment).
Moreover, following potential changes in current
regulations and/or in relation to potential extraordinary
and/or unpredictable contingencies which can impact
The managerial bonus allocation is done on the basis
of available bonus pool, individual performance
appraisal and internal benchmarks for specific roles
and markets.
2014 Bonus Payout Illustration
The number of shares to be allocated in the
respective installments shall be defined in 2015, on
UniCredit - 2014 Group Compensation Policy - 30
the basis of the arithmetic mean of the official market
price of UniCredit ordinary shares during the month
preceding the Board resolution that evaluates 2014
performance achievements.
The payout of incentives will be done through upfront
and deferred installments – in cash or in UniCredit
ordinary shares – within a 6 years period:
 in 2015 the first installment of the total incentive
will be paid in cash
 in 2016-2020 period the remaining part of the total
incentive will be paid in cash or UniCredit shares
installments
 all the installments are subject to the application
of the Zero Factor of the previous year to the year
of payment (so called malus mechanism) and to
clawback conditions, as legally enforceable.
The payment structure has been defined in line with
Bank of Italy provisions requiring a share retention
period of for upfront and deferred shares. The
implementation of the share retention periods may be
carried out in line with the fiscal framework, as
applicable at the relevant time in countries where the
Group in present, either via the allocation of restricted
shares or the promise of shares that shall
subsequently be allocated at the end of the intended
retention period. In line with national market practices,
a minimum threshold will be introduced, below which
no deferral mechanisms will be applied, accordingly
with relevant regulatory indications. For EVP and
above population, no thresholds will apply, regardless
the bonus amount.
Starting in 2010, a specific process is performed
annually with the involvement of key relevant
functions (Human Resources, Planning, Finance and
Administration, Risk Management, Compliance,
Sustainability, Audit, Group Stakeholder and Service
Intelligence) to define and review each year the socalled KPI Bluebook (KPI - key performance
indicators) which serves as the framework for
performance measurement & evaluation of Group
Executives through a set of goals and guidelines is
provided in order to support managers and HR in
defining Performance Screens.
The KPI Bluebook maps 8 categories of core drivers
(Value Creation, Profitability, Commercial, Efficiency,
External Relative, Stakeholder Value, Enhance Risk &
Control Culture, Support and Control functions). The
last two categories have been introduced in 2013 in
order to enhance Risk, Compliance and Control
Culture by having a category that focuses on “pure
risk KPIs” validated by Risk Management function and
to improve the quality and relevance of goals and
performance management for support & control
functions.
A list of goals is provided in a so called “KPI
dashboard”.
Categories of core drivers and examples of KPIs
under each category
2014 Group incentive system provides for an
expected impact on UniCredit share capital of
approximately 0.66%, assuming that all free shares
for employees have been distributed. The overall
dilution for all other current outstanding Group equitybased plans equals 1.44%.
5.4 Comprehensive Performance Management
The Group Incentive System is supported by an
annual
performance
measurement
framework
assuring coherence, consistency & clarity of
performance objectives with business strategy, and
encouraging and rewarding desired behaviors and risk
orientation. Our performance management process
ensures all Executives know what is expected from
them and includes a rigorous review of their goals
achievements.
UniCredit - 2014 Group Compensation Policy - 31
activities on the basis of risk and credit methodologies
and execution of company strategic vision with focus
on growth, capital reallocation and efficiency.
2014 CEO Performance screen
The 8 categories represent Group financial and nonfinancial performance and are mapped into 5 clusters
of similar businesses (Group/Subgroup, Commercial
Banking, Wealth Management, Investment/Markets,
Non-Commercial) to help identify the most relevant
standardized KPIs (all certified by relevant functions)
according to the role of each Executive, with specific
focus on risk-adjusted, sustainability-driven metrics
and economic measure.
The KPI Bluebook provides as well guidelines for:
 goal-setting: to help in selecting, combining &
weigthing goals
 target-setting: to help in defining a target
reference for expected performance
 guidelines to help managers set goals with a risk
perspective in mind by considering the main risks
that the business/function itself could positively
affect & mitigate
 guidelines for setting and evaluating qualitative
goals
 guidelines for an accurate goals selection for
Company Control Functions, in order to ensure
their independency.
2014 KPIs defined and approved by UniCredit Board
of Directors as the core drivers of performance for
UniCredit CEO include goals related to Group
profitability, risk management focus and sustainability
indicators such as progress on commercial lending
For the rest of the Top and Senior Management of the
Group, the KPIs representing profitability and risk
management are reflected also in their Performance
Screens, with differences given by the perimeter of
reference and the relevant activities.
5.5 Compensation
Functions
of
Company
Control
In line with regulatory framework, a specific ratio
between variable and fix compensation is defined for
Company Control functions (Audit, Legal and
Compliance, Risk Management) and for purely control
related roles in Planning, Finance and Administration.
The fix compensation must be appropriate to the level
of responsibility and commitment associated with the
role. The incentive mechanisms are consistent with
the assigned tasks and are independent from the
results obtained in the areas under their control. In
any case the ratio between the variable and the fix
component of the remuneration must be balanced
towards the fix one.
Incentive plans for Executives in Company Control
Functions are, therefore, implemented in line with
specific policies which assure independence in order
to avoid conflict of interest.
Goals are defined to measure individual performance
related to the activities of the specific control function:
 in order to assure independency of the function,
no economic measure must be selected for Legal
& Compliance, Audit and Risk Management
functions
UniCredit - 2014 Group Compensation Policy - 32


for purely control related roles in Finance function
(i.e. Manager charged with preparing the financial
reports) no selection of any economic measure
must be considered
for Chief Risk Officer roles, or – where present –
roles reporting to them which are responsible for
Risk Management and Credit activities, selection
of goals in individual scorecards should directly
reflect correlation and integration among the Risk
Management and Credit, in order to correctly
balance individual responsabilities.

aligned with the cap provided by the relevant
regulator.
6. Employee Share Ownership
UniCredit affirms the value of share ownership as a
valuable tool for enabling the engagement, affiliation
and alignment of interests between shareholders,
management and the general employee population.
6.1 Employee Share Ownership Plan
In line with regulatory requirements, incentive
mechanisms for the control functions have to be “in
accordance with the achievement of the objectives
linked to their function, independent of the
performance of the business areas they control" (CRD
IV).
Following regulatory requirements, the Group
incentive system already provides for a goal setting
scheme excluding financial goals for company control
functions.
Moreover, in order to further limit connection with
business results and to maintain the adequate
independence level of the Control Functions (as
guaranteed in previous years with "Alternative Group
Gate“), a specific governance process will be
followed, providing for:
 malus condition is activated for the Control
Functions providing a reduction of bonus pool
until 50% of the budgeted figure
 bonus pool for Company Control Functions can
be phased out to zero only in presence of an
exceptionally negative situation (e.g: Core Tier 1
Ratio dropping under the minimum regulatory
requirement) within an escalation process
including a governance step in the Board.
Since 2011, in line with Bank of Italy and Internal
Audit recommendations, we have started the
implementation of a specific pay-mix policy for control
functions providing for the adjustment between fixed
and variable compensation. The pay-mix policy aims
to avoid conflict of interest by defining limits on paymix in line with regulatory indications.
This year, in line with recent regulatory requirements
and with the phased approach followed in previous
years to balance the paymix, the ratio between
variable and fix compensation is:
 balanced toward the fix component of the
remuneration
In 2008 the UniCredit Group Employee Share
Ownership Plan “Let’s Share” (The Plan) was
launched for the first time, offering to employees the
possibility to invest in UniCredit ordinary shares at
favorable conditions. So far, more than 10,000
individuals have participated in “Let’s Share” from 13
countries overall: Austria, Bulgaria, Czech Republic,
Germany, Hong Kong, Hungary, Italy, Luxembourg,
Poland, Romania, Serbia, Slovakia and the United
Kingdom.
The Plan offers to participants the opportunity to
purchase UniCredit shares, receiving a 25% discount
in the form of free shares granted by the Company,
subject to a 1-year holding period. The Plan provides
for the use of shares to be purchased on the market
with no diluting impact on share capital.
Subject to Annual General Meeting approval, we
continue to seek possibilities for increasing the
number of participating countries, taking into account
any local legal, fiscal and operational constraints.
6.2 Share Ownership Guidelines
Share ownership guidelines articulate minimum levels
for company share ownership by covered Executives,
aiming to align managerial interests to those of
shareholders by assuring appropriate levels of
personal investment in UniCredit shares over time. As
part of our total compensation approach, we offer
equity incentives that provide for opportunities of
share ownership. The ownership of UniCredit shares
by our Group leaders is a meaningful and visible way
to show our investors, the public and our people that
we believe in our Company.
The Board approved at the end of 2011 the currently
applicable share ownership guidelines which, in light
of the share retention requirements of Bank of Italy,
UniCredit - 2014 Group Compensation Policy - 33
apply to the CEO, GM and DGM as shown in the
following table:
7. Compensation data
7.1 2013 Remuneration outcomes
Share ownership levels:
(€ thousand)
Aggregate Compensation Amounts 5
2013 guidelines set the following minimum levels:

2 x annual base salary for Group CEO

1 x annual base salary for GM and DGM
Number of
6
incumbents
7
The established levels should be reached within 5
years from first actual share grant. Covered
Executives are also expected to refrain from entering
into schemes or arrangements that specifically protect
the unvested value of equity granted under incentive
plans. Such clauses are contained in all relevant
incentive plan rules and apply to all beneficiaries,
since involvement in such schemes undermines the
purpose of the incentive at risk. Any form of hedging
transaction shall be considered in breach of Group
compliance policies with such consequences as
provided for under enforceable rules, provisions and
procedures.
Detailed disclosure about the number of shares held
by, as well as the number of UniCredit stock options
and performance shares granted to, Directors,
General Managers and other key management
personnel is provided in the tables contained in
chapter 8.
Fixed & other
nonperformance
related pay
Variable pay related to
2013 performance
Cash
Equity
CEO
1
1.964
0
0
Other Executive
8
Directors
0
0
0
0
19
4,733
0
0
GM
1
1,301
0
0
DGM & SEVP11
9
7.309
1,367
0
Executives in
Control Functions12
38
15.548
863
0
EVP13
86
27.784
6.165
0
Other identified
staff14
21
6.328
3.258
0
Non-Executive
9
Directors
10
Fix & other non-performance related pay to the
identified staff includes also severance and sign-on
payments totaling Euro 3.363.493 made during the
financial year to 8 beneficiaries (the highest
severance paid to a single person was equal to Euro
1.015.000). The payments were determined in line
5
Considering pro-rata amounts for incumbents in office for part of
the year
Counting as 1 each incumbent over the year
7
As per Bank of Italy staff category recommendation: category A.
Chief Executive Officer
8
As per Bank of Italy staff category recommendation: category B.
Other Executive Directors
9
As per Bank of Italy staff category recommendation: category C.
Non-Executive Directors
10
As per Bank of Italy staff category recommendation: category D.
General Manager
11
SEVP positions, excluding SEVPs in Control Functions (reported
separately). As per Bank of Italy staff category recommendation:
category E. Heads and managers responsible for the main lines
of business, company functions, geographic area and those
reporting directly to supervisory bodies
12
SEVP and EVP positions in Audit, Legal&Compliance, Risk,
Planning, Finance and Administration and HR. As per Bank of
Italy staff category recommendation: category F. Heads and
managers responsible for Control Functions. HR is assimilated by
Bank of Italy to a Control Function for remuneration purposes
only. Within UniCredit organization governance model, HR is
subject to guidelines aimed to avoid conflict of interests for
remuneration purposes.
13
EVP positions, excluding EVPs in Control Functions (reported
separately). As per Bank of Italy staff category recommendation:
category G. Other employees who, individually or collectively,
materially impact firm risk profile
14
Employees having a material impact on Group risk exposure in
terms of credit, market and liquidity risk, with annual variable
remuneration above Euro 500,000. As per Bank of Italy staff
category recommendation: category H. Employees and
collaborators with high remuneration not included in the previous
categories
6
UniCredit - 2014 Group Compensation Policy - 34
with Group Policy guidelines and relevant legal and
contractual framework.
(€ thousand)
Deferred Compensation
Paid out in 2013
Outstanding
Based on multi-year
performance
achieved
Cash
Based on future
performance
Vested
15
Equity
Cash
Unvested
16
Equity
Cash
17
Equity
CEO
0
333
0
0
0
5.068
Other Executive
Directors
0
0
0
0
0
0
Non-Executive
Directors
0
0
0
0
0
0
GM
0
0
0
0
0
1.132
DGM & SEVP
3.139
889
0
0
2.542
10.002
Executives in
Control Functions
3.007
892
971
0
2.290
10.791
EVP
8.979
3.771
0
0
9.414
39.362
Other identified
staff
3.651
1.550
0
0
6.725
18.777
Deferred amounts paid out in 2013 include payouts
based on demonstrated multi-year performance
achievements. Amounts shown as outstanding
deferred compensation represent the potential gain on
deferred awards that remain subject to future
performance. These amounts are not related to nor
indicative of the benefit (if any) that may ultimately be
realized on the cash award or the underlying stock
options/shares that may become exercisable or be
actually allocated.
Performance Stock Options and Performance shares
under 2011 - 2013 UniCredit Group Long Term
Incentive Plan were not allocated, provided that the
performance conditions specified in the Rules have
not been achieved.
Vested cash refers to 2011-2013 LTI Cash Plan
approved by the Board of Directors in 2010. The plan,
as approved, was offered to 100 mission critical
resources selected from across the entire Group with
the final payout in 2014. The total incentive
opportunity equal to ca. Euro 3.3 mln is linked to
objective
and
performance
at
Group
and
Country/Division level. Considering the achievement
of the results, the total incentive to be distributed is
approximately Euro 3 mln to nr. 79 beneficiaries
The unvested component refers to cash and equity
awards to which the right has not yet matured and for
which any potential future gain has not been yet
realized and remains subject to future performance.
The value of shares shown as unvested equity is
calculated considering the arithmetic mean of the
official market price of UniCredit shares during the
month preceding the Board’s resolution on share
based plans execution on March 11, 2014.
All stock options granted under existing Group LTI
plans represent zero gain for the beneficiaries as long
as the entry conditions will not allow the exercise.
The total compensation costs at Group level totaled
Euro 8,649 mln. in 2013, with a slight decrease fom
previous year, out of which the variable compensation
pool amounted Euro749 mln.
7.2 2014 Remuneration Policy
Target Total Compensation
Deferred equity paid out in 2013 to “other identified
staff” category, it refers to employees in Corporate &
Investment Banking Division regarding the 2011
performance. Considering the verification that Zero
Factor condition has been achieved, it is provided the
allocation of the respecitve tranche of the deferred
shares promised in 2011 under the 2010 plan and the
respecitve tranche of the deferred shares promised in
2012 under the 2011 plan.
Fixed & other
nonperformance
related pay
Target variable
performancerelated pay
NON-EXECUTIVE DIRECTORS
Chairman and Vice
Chairmen
100%
0%
Directors
100%
0%
Statutory Auditors
100%
0%
15
Amounts shown as equity compensation reflect the market value
of the shares at the date of actual grant or the difference between
the market value of the shares and the strike price of the stock
options at the date of exercise
16
Based on the “Hull&White” option pricing model, the fair value
estimates of the equity instruments as at 01/01/2014 would be (€
thousand): 2; 0; 0; 13; 14; 12; 24 and 0 respectively, for each of
the categories for which data is disclosed in the table
17
Economic value of financial instruments weighted by the
probability of achieving the performance as at 01/01/2014 would
be (€ thousand): 1,081; 0; 0; 983; 9,160; 9,517; 35,150 and
17,011 respectively, for each of the categories for which data is
disclosed in the table
GROUP EMPLOYEE POPULATION
Business Areas
88%
12%
Corporate Centers/
Support functions
89%
11%
Overall Group Total
88%
12%
UniCredit - 2014 Group Compensation Policy - 35
Total compensation policy for non-Executive
Directors, Group Executives and for the overall Group
employee population demonstrates in particular how:
 remuneration of the non-Executive Directors, as
approved by the AGM, does not include variable
performance-related pay
 Group Executives are offered opportunities for
variable compensation in line with their strategic
role, regulatory requirements and our pay for
performance culture
 the general employee population is offered a
balanced pay-mix in line with the role, scope and
business or market context of reference.
In line with Capital Requirements Directive (CRD IV)
has been established a specific limit to the ratio of the
variable and fix component of the compensation.
7.3 Benefits Data
Our employees enjoy welfare, healthcare and life
balance benefits that supplement social security plans
and minimum contractual requirements. These
benefits are intended to provide substantial
guarantees for the well-being of staff and their family
members during their active careers as well as in
retirement.
In Italy, among the complementary pension plans,
there are both defined performance funds (whose
performances, which come to fruition once the
retirement requirements are reached, are known in
advance as they are set by the fund statute) and
defined contribution plans (whose performances
depend on the results of the asset management).
Complementary pension plans can also be classified
as external or internal pension funds, where external
funds are legally autonomous from the Group, while
internal funds are accounting items entered into
UniCredit S.p.A.’s balance sheet, whose creditor
counterparts are the employees enrolled (both active
and retired).
Both these categories are closed and, as such, they
do not allow new subscriptions. The only exception is
represented by the individual capitalization section of
the “Fondo Pensione per il Personale delle Aziende
del Gruppo UniCredit”. Within this section (which
counted approximately 35.000 enrolled active
employees in 2013) subscribers can distribute their
contribution – depending on their own risk appetite –
among four investment lines (Insurance, Short,
Medium and Long Term) characterized by different
risk/yield ratios. In addition, always in this section, the
enrolled employees may open complementary
pension plan positions in favor of their family
members dependent for tax purposes.
Moreover, in most countries where UniCredit is
present, retirement plans are available for the
employees.
More details and information can be found in our
Sustainability Report and the relevant Supplement.
7.4 Information Pursuant Sect. 84-quater Consob
Issuers Regulation Nr. 11971
A set of tables presents in the following pages the
information that the Company is required to provide as
per Section 84-quater of Consob’s Issuer Regulation
nr. 11971.
For a more detailed understanding of the
methodological criteria underlying the information
reported in the various tables, reference is made to
Annex 3A of the said Consob Regulation.
In particular:
TABLE 1: Compensation paid to members of the
administrative and auditing bodies, to general
managers and to other Executives with strategic
responsibilities
Provides, at an individual level and on an accrual
basis, the details of the compensation paid to the
members of the Board of Directors, Board of Statutory
Auditors and General Managers.
For the other 7 executives with strategic
responsibilities – who, as said, are represented by the
remaining members of the CEO Office (former EMC)
plus the Head of Internal Audit – the information is
provided on an aggregate basis.
The overall compensation paid by UniCredit S.p.A. to
the Board of Directors for 2013 amounts to
Euro 7.076.270.
The overall compensation paid by UniCredit S.p.A.to
the Board of Statutory Auditors for 2013 amounts to
Euro 656.386.
The “Fair value of equity compensation” (column 7)
does not represent a value actually paid to/gained by
the beneficiaries of equity plans, being instead the
cost that the Company is booking - on an accrual
basis and during the vesting period - in consideration
of the provision of the incentives based on financial
instruments. More details on such plans are provided
at the following Table 2 and Table 3A.
TABLE 2: Stock Options assigned to the Members
of the Administrative Body, to General Managers
and
other
executives
with
strategic
responsibilities
Nor the non-executive members of the Board of
Directors, nor the members of the Board of Statutory
Auditors benefit from any incentive plan, be it based
on financial instruments or cash.
UniCredit - 2014 Group Compensation Policy - 36
Only the CEO and some other executives with
strategic
responsibilities
benefit
from
Stock
Option/Performance Stock Options plans launched by
the Company in the previous years.
At current prices, all stock options, for which it could
be possible to exercise the right (“vested”), are largely
underwater.
TABLE 3A: Incentive plans based on financial
instruments other than stock options, in favor of
members of the administrative body, general
managers and other executives with strategic
responsibilities
The table reports - additionally to the shares granted
within UniCredit medium and/or long term incentive
equity plans - also the number of shares promised
and/or granted in connection with the deferral of the
annual incentive systems.
TABLE 3B: Monetary Incentive Plans in Favor of
Members of the Administrative Body, General
Managers and other executives with strategic
responsabilities
Provides the details of all the cash incentives accrued
during the year in favor of the Chief Executive Officer,
General Manager and other executives with strategic
responsibilities. Neither the non-executive members of
the Board of Directors, nor the Statutory Auditors
receive any variable compensation.
In view of the Zero Bonus decision for the Group Top
Management, no incentives related to 2013
performance have been paid to the CEO, GM and the
other executives with strategic responsibilities.
The Heads of Internal Audit and Compliance functions
received for 2013 payments linked to the alternative
structure of the long term incentive plans for control
functions.
Information on the investments held by the
members of the administrative and auditing
bodies, by general managers and by other
executives with strategic responsibilities
Table 1 and Table 2, drafted in compliance with
schedule 7-ter, provide the shareholding in UniCredit
or its controlled/associated companies held by the
members of the administrative and auditing bodies
and general managers and by other executives with
strategic responsibilities, respectively.
UniCredit - 2014 Group Compensation Policy - 37
8. Compensation Tables
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis
TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities.
Amounts in Euro
(A)
(B)
(C)
(D)
(1)
(2)
(3)
Office
Giuseppe Vita
Period for which office was
held
Office expiry
(5)
(6)
Variable non-equity
compensation
Fixed compensation
Name and surname
(4)
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
Total
Compensati
on for
committee
participatio Bonuses
n
and other
incentives
Nonmonetary
benefits
Profit
sharing
Total
(a) -199.671
1.305.529
Chairman of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
Chairman of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
3.600
3.600
3.600
125.000
5.200
1.505.200
Other
remuneratio
n
1.375.000
Chairman of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
4.400
4.400
4.400
Chairman of the Remuneration Committee
01/01/2013
31/12/2013
approv. AR 2014
2.800
2.800
2.800
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
2.000
38.000
38.000
Member of the Internal Controls Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
Member of the Risks Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
(I) Compensation in the company preparing the financial statements
36.000
1.600
1.600
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
1.600
161.000
21.200
0
1.375.000
0
1.557.200
0
0
0
0
-199.671
1.357.529
0
0
161.000
21.200
0
1.375.000
0
1.557.200
0
0
0
0
-199.671
1.357.529
0
0
0
0
0
0
(II) Compensation from subsidiaries and associates
(III) Total
Candido Fois
Deputy Vice Chairman of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
5.200
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
3.200
39.200
39.200
Member of the Remuneration Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.800
38.800
38.800
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.000
38.000
38.000
Member of the Internal Controls Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
Member of the Risks Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
188.000
16.400
75.727
6.500
263.727
22.900
240.200
155.000
0
155.000
0
305.000
246.568
0
0
0
6.368
0
0
0
0
6.368
0
232.227
150.000
0
359.400
6.368
0
591.627
365.768
232.227
597.994
(a) Voluntary waiver of 20% of the overall compensation received for the year 2012
UniCredit – 2014 Group Compensation Policy - 38
(A)
(B)
(C)
(D)
(1)
(2)
Fixed compensation
Name and surname
Vincenzo Calandra
Buonaura
Office
Period for which office was
held
Office expiry
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
Total
(3)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
Vice Chairman of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.400
01/01/2013
31/12/2013
approv. AR 2014
36.000
3.200
39.200
39.200
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
4.000
40.000
40.000
152.000
11.600
0
155.000
0
318.600
0
0
0
6.368
0
324.968
0
0
152.000
11.600
0
155.000
0
318.600
0
0
0
6.368
0
324.968
0
0
155.000
6.368
Total
(7)
Member of the Permanent Strategic Committee
(I) Compensation in the company preparing the financial statements
239.400
(4)
245.768
(II) Compensation from subsidiaries and associates
(III) Total
Luca Cordero di
Montezemolo
Vice Chairman of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.000
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.800
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
(I) Compensation in the company preparing the financial statements
155.000
239.000
239.000
38.800
38.800
38.000
38.000
36.000
2.000
152.000
8.800
0
155.000
0
315.800
0
0
0
0
0
315.800
0
0
152.000
8.800
0
155.000
0
315.800
0
0
0
0
0
315.800
0
0
(II) Compensation from subsidiaries and associates
(III) Total
Fabrizio Palenzona
Vice Chairman of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
5.200
240.200
240.200
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
3.200
39.200
39.200
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
4.000
40.000
40.000
152.000
12.400
0
155.000
0
319.400
0
0
0
0
0
319.400
0
0
152.000
12.400
0
155.000
0
319.400
0
0
0
0
0
319.400
0
0
340.000
1.471.586
1.896.786
306.085
37.037
2.239.908
1.378.486
(I) Compensation in the company preparing the financial statements
155.000
(II) Compensation from subsidiaries and associates
(III) Total
Federico Ghizzoni
Chief Executive Officer
01/01/2013
31/12/2013
approv. AR 2014
80.000
5.200
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
3.600
39.600
39.600
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
4.400
40.400
40.400
152.000
13.200
0
340.000
1.471.586
1.976.786
0
0
0
306.085
37.037
2.319.908
1.378.486
0
152.000
13.200
0
340.000
1.471.586
1.976.786
0
0
0
306.085
37.037
2.319.908
1.378.486
0
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
UniCredit - 2014 Group Compensation Policy - 39
(A)
(B)
(C)
(D)
(1)
(2)
Fixed compensation
Name and surname
Office
Mohamed Ali Al
Fahim
Member of the Board of Directors
Period for which office was
held
01/01/2013
31/12/2013
Office expiry
approv. AR 2014
(I) Compensation in the company preparing the financial statements
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
Total
(3)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
(4)
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
84.800
Total
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
84.800
80.000
4.800
80.000
4.800
0
0
0
84.800
0
0
0
0
0
84.800
0
0
80.000
4.800
0
0
0
84.800
0
0
0
0
0
84.800
0
0
(II) Compensation from subsidiaries and associates
(III) Total
Manfred Bischoff
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.400
84.400
84.400
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.000
38.000
38.000
116.000
6.400
0
0
0
122.400
0
0
0
0
0
122.400
0
0
0
0
0
122.400
0
0
0
0
0
122.400
0
0
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
116.000
6.400
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.400
84.400
84.400
Member of the Remuneration Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.400
38.400
38.400
116.000
6.800
0
0
0
122.800
0
0
0
0
0
122.800
0
0
116.000
6.800
0
0
0
122.800
0
0
0
0
0
122.800
0
0
Henryka Bochniarz
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
Alessandro
Caltagirone
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.400
84.400
84.400
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
4.000
40.000
40.000
Member of the Remuneration Committee
01/01/2013
31/12/2013
approv. AR 2014
(I) Compensation in the company preparing the financial statements
38.000
38.000
36.000
2.000
152.000
10.400
0
0
0
162.400
0
0
0
0
0
162.400
0
0
152.000
10.400
0
0
0
162.400
0
0
0
0
0
162.400
0
0
(II) Compensation from subsidiaries and associates
(III) Total
UniCredit - 2014 Group Compensation Policy - 40
(A)
(B)
(C)
(D)
(1)
(2)
Fixed compensation
Name and surname
Office
Francesco Giacomin
Period for which office was
held
Office expiry
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
Total
(3)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
(4)
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
Total
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
5.200
85.200
85.200
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.000
38.000
38.000
Member of the Internal Controls Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
(I) Compensation in the company preparing the financial statements
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
116.000
8.800
0
0
0
124.800
0
0
0
0
0
124.800
0
0
116.000
8.800
0
0
0
124.800
0
0
0
0
0
124.800
0
0
80.000
4.400
80.000
4.400
0
0
0
84.400
0
0
0
0
0
84.400
0
0
80.000
4.400
0
0
0
84.400
0
0
0
0
0
84.400
0
0
0
0
0
0
(II) Compensation from subsidiaries and associates
(III) Total
Helga Jung
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
(I) Compensation in the company preparing the financial statements
84.400
84.400
(II) Compensation from subsidiaries and associates
(III) Total
Friederich Kadrnoska
Member of the Board of Directors
01/01/2013
11/05/2013
28.712
800
29.512
29.512
Member of the Remuneration Committee
01/01/2013
11/05/2013
12.921
800
13.721
13.721
Member of the Internal Controls and Risks Committee
01/01/2013
11/05/2013
12.921
0
54.554
1.600
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
0
0
56.154
12.921
0
0
0
0
0
1.817
1.817
(III) Total
Marianna Li Calzi
12.921
0
56.371
1.600
0
0
0
57.971
56.154
1.817
0
0
0
0
0
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
5.200
85.200
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.000
38.000
38.000
Member of the Internal Controls Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
Entitled to attend the Risks Sub-Committee
01/01/2013
31/12/2013
1.600
1.600
1.600
01/01/2013
19/02/2013
1.200
1.200
1.200
19/02/2013
31/12/2013
31.167
3.600
34.767
34.767
147.167
15.200
0
0
0
162.367
0
0
0
6.368
0
168.735
0
0
147.167
15.200
0
0
0
162.367
0
0
0
6.368
0
168.735
0
0
Member of the Related Parties and Equities Investments
Sub-Committee
Chairman of the Related Parties and Equities Investments
Committee
(I) Compensation in the company preparing the financial statements
approv. AR 2014
6.368
57.971
91.568
(II) Compensation from subsidiaries and associates
(III) Total
UniCredit - 2014 Group Compensation Policy - 41
(A)
(B)
(C)
(D)
(1)
(2)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
Fixed compensation
Name and surname
Office
Luigi Maramotti
Period for which office was
held
Office expiry
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
(3)
Total
(4)
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
(7)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
Total
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.800
84.800
84.800
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
3.600
39.600
39.600
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
4.400
40.400
40.400
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.000
38.000
38.000
Member of the Risks Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
1.600
1.600
1.600
Entitled to attend the Internal Controls Sub-Committee
(I) Compensation in the company preparing the financial statements
188.000
18.000
0
0
0
206.000
0
0
0
0
0
0
0
206.000
0
0
0
0
(8)
0
206.000
0
0
0
206.000
0
0
3.068
88.268
(II) Compensation from subsidiaries and associates
(III) Total
Giovanni Quaglia
Member of the Board of Directors
Member of the Corporate Governance, HR and
Nomination Committee
Member of the Related Parties and Equities Investments
Committee
188.000
18.000
01/01/2013
31/12/2013
approv. AR 2014
80.000
5.200
85.200
01/01/2013
31/12/2013
approv. AR 2014
36.000
4.000
40.000
40.000
19/02/2013
31/12/2013
approv. AR 2014
31.167
3.600
34.767
34.767
147.167
12.800
0
0
0
159.967
0
0
0
0
3.068
163.035
0
0
147.167
12.800
0
0
0
159.967
0
0
0
0
3.068
163.035
0
0
approv. AR 2014
80.000
4.400
84.400
84.400
(I) Compensation in the company preparing the financial statements
(b)
(II) Compensation from subsidiaries and associates
(III) Total
Lucrezia Reichlin
Member of the Board of Directors
01/01/2013
31/12/2013
Member of the Permanent Strategic Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.800
38.800
38.800
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
2.000
38.000
38.000
Member of the Risks Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
800
800
800
01/01/2013
19/02/2013
400
400
400
01/01/2013
31/12/2013
36.000
3.200
39.200
188.000
15.200
0
0
0
203.200
0
0
0
188.000
15.200
0
0
0
203.200
0
0
0
Entitled to attend the Internal Controls Sub-Committee
Member of the Related Parties and Equities Investments
Sub-Committee
Chairman of theSupervisory Body ex D.Lgs. 231/2001
(pro-tempore)
(I) Compensation in the company preparing the financial statements
approv. AR 2014
690
39.890
0
690
203.890
0
0
0
690
203.890
0
0
(b)
(II) Compensation from subsidiaries and associates
(III) Total
(b) Integration of 2012 compensation
UniCredit - 2014 Group Compensation Policy - 42
(A)
(B)
(C)
(D)
(1)
(2)
(3)
Fixed compensation
Name and surname
Office
Lorenzo Sassoli de
Bianchi
Period for which office was
held
Office expiry
(4)
(5)
(6)
(7)
Variable non-equity
compensation
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
Compensati
on for
committee
participatio Bonuses
n
and other
incentives
Total
Nonmonetary
benefits
Profit
sharing
Other
remuneratio
n
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
Total
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
80.000
4.800
84.800
84.800
Member of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
1.600
37.600
37.600
Member of the Internal Controls Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
01/01/2013
19/02/2013
1.200
1.200
1.200
19/02/2013
31/12/2013
31.167
3.600
34.767
34.767
147.167
12.800
0
0
0
159.967
0
0
0
0
0
159.967
0
0
147.167
12.800
0
0
0
159.967
0
0
0
0
0
159.967
0
0
Member of the Related Parties and Equities Investments
Sub-Committee
Member of the Related Parties and Equities Investments
Committee
approv. AR 2014
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
Alexander Wolfgring
Member of the Board of Directors
11/05/2013
31/12/2013
approv. AR 2014
51.507
2.400
53.907
Member of the Remuneration Committee
11/05/2013
31/12/2013
approv. AR 2014
23.178
800
23.978
23.978
Member of the Internal Controls and Risks Committee
11/05/2013
31/12/2013
approv. AR 2014
23.178
1.200
24.378
24.378
Member of the Risks Sub-Committee
11/05/2013
31/12/2013
approv. AR 2014
800
800
800
800
800
800
Entitled to attend the Internal Controls Sub-Committee
(I) Compensation in the company preparing the financial statements
4.053
57.959
97.863
6.000
0
0
0
103.863
0
0
0
4.053
0
107.915
0
0
97.863
6.000
0
0
0
103.863
0
0
0
4.053
0
107.915
0
0
80.000
5.200
(II) Compensation from subsidiaries and associates
(III) Total
Anthony Wyand
Member of the Board of Directors
01/01/2013
31/12/2013
approv. AR 2014
85.200
85.200
Member of the Corporate Governance, HR and
Nomination Committee
01/01/2013
31/12/2013
approv. AR 2014
36.000
3.200
39.200
39.200
Chairman of the Internal Controls and Risks Committee
01/01/2013
31/12/2013
approv. AR 2014
176.000
2.000
178.000
178.000
Chairman of the Internal Controls Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
Chairman of the Risks Sub-Committee
01/01/2013
31/12/2013
approv. AR 2014
1.600
1.600
1.600
(I) Compensation in the company preparing the financial statements
292.000
13.600
0
0
0
305.600
0
0
0
0
0
305.600
0
0
292.000
13.600
0
0
0
305.600
0
0
0
0
0
305.600
0
0
(II) Compensation from subsidiaries and associates
(III) Total
UniCredit - 2014 Group Compensation Policy - 43
(A)
(B)
(C)
(D)
(1)
(2)
Fixed compensation
Name and surname
Office
Period for which office was
held
(I) Compensation in the company preparing the financial statements
Office expiry
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
2.878.918
220.400
2.335.000
Total
1.471.586
6.905.904
1.471.586
7.139.947
(3)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
(4)
(5)
Nonmonetary
benefits
Other
remuneratio
n
(6)
Total
329.241
-158.875
7.076.270
329.241
-158.875
7.310.313
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
1.378.486
TOTAL BOARD
(II) Compensation from subsidiaries and associates
(III) Total
77.544
6.500
150.000
2.956.461
226.900
2.485.000
234.044
234.044
1.378.486
UniCredit - 2014 Group Compensation Policy - 44
(A)
(B)
(C)
(D)
(1)
(2)
Fixed compensation
Name and surname
Maurizio Lauri
Office
Chairman of the Board of Statutory Auditors
Period for which office was
held
01/01/2013
11/05/2013
11/05/2013
31/12/2013
Office expiry
approv. AR 2015
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
Total
(3)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
155.201
(4)
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
6.368
Total
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
161.569
136.401
18.800
136.401
18.800
0
0
0
155.201
0
0
0
6.368
0
161.569
0
0
136.401
18.800
0
0
0
155.201
0
0
0
6.368
0
161.569
0
0
64.011
11.200
64.011
11.200
0
0
0
75.211
0
0
0
4.053
0
79.264
0
0
64.011
11.200
0
0
0
75.211
0
0
0
4.053
0
79.264
0
0
98.219
19.600
98.219
19.600
0
0
0
117.819
0
0
0
6.500
0
124.319
0
0
98.219
19.600
0
0
0
117.819
0
0
0
6.500
0
124.319
0
0
64.011
10.800
64.011
10.800
0
0
0
74.811
0
0
0
4.053
0
78.864
0
0
64.011
10.800
0
0
0
74.811
0
0
0
4.053
0
78.864
0
0
34.569
7.600
34.569
7.600
0
0
0
0
0
0
0
0
1.967
400
36.536
8.000
0
0
34.569
7.200
(I) Compensation in the company preparing the financial statements
34.569
7.200
0
0
(II) Compensation from subsidiaries and associates
50.000
1.600
(III) Total
84.569
8.800
0
0
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
Giovanni Battista
Alberti
Standing Auditor
11/05/2013
31/12/2013
approv. AR 2015
(I) Compensation in the company preparing the financial statements
75.211
4.053
79.264
(II) Compensation from subsidiaries and associates
(III) Total
Cesare Bisoni
Standing Auditor
01/01/2013
11/05/2013
11/05/2013
31/12/2013
approv. AR 2015
(I) Compensation in the company preparing the financial statements
117.819
6.500
124.319
(II) Compensation from subsidiaries and associates
(III) Total
Enrico Laghi
Standing Auditor
11/05/2013
31/12/2013
(I) Compensation in the company preparing the financial statements
approv. AR 2015
74.811
4.053
78.864
(II) Compensation from subsidiaries and associates
(III) Total
Vincenzo Nicastro
Standing Auditor
01/01/2013
11/05/2013
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
Michele Rutigliano
Standing Auditor
01/01/2013
11/05/2013
42.169
42.169
2.333
2.367
0
0
0
44.536
0
0
41.769
44.502
0
179
0
0
0
41.769
0
2.333
2.512
2.546
0
2.333
0
0
0
2.333
0
0
93.369
47.048
44.102
0
51.600
0
44.502
44.102
51.600
0
0
0
2.333
0
95.702
UniCredit - 2014 Group Compensation Policy - 45
(A)
(B)
(C)
(D)
(1)
(2)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
Fixed compensation
Name and surname
Office
Maria Enrica Spinardi
Standing Auditor
Period for which office was
held
11/05/2013
31/12/2013
Office expiry
approv. AR 2015
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
(3)
Total
75.211
(4)
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
4.053
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
Total
79.264
64.011
11.200
64.011
11.200
0
0
0
75.211
0
0
0
4.053
0
79.264
0
0
64.011
11.200
0
0
0
75.211
0
0
0
4.053
0
79.264
0
0
34.569
7.600
34.569
7.600
0
0
0
42.169
0
0
0
2.333
0
44.502
0
0
34.569
7.600
0
0
0
42.169
0
0
0
2.333
0
44.502
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
(II) Compensation from subsidiaries and associates
20.153
2.000
985
(III) Total
20.153
2.000
985
0
0
23.138
0
0
0
1.742
0
24.880
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
Marco Ventoruzzo
Standing Auditor
01/01/2013
11/05/2013
(I) Compensation in the company preparing the financial statements
42.169
2.333
44.502
(II) Compensation from subsidiaries and associates
(III) Total
Federica Bonato
Alternate Auditor
11/05/2013
31/12/2013
approv. AR 2015
(I) Compensation in the company preparing the financial statements
Massimo Livatino
Alternate Auditor
01/01/2013
23.138
1.742
24.880
11/05/2013
(I) Compensation in the company preparing the financial statements
(II) Compensation from subsidiaries and associates
(III) Total
Beatrice Lombardini
Alternate Auditor
11/05/2013
(I) Compensation in the company preparing the financial statements
31/12/2013
approv. AR 2015
(II) Compensation from subsidiaries and associates
(III) Total
UniCredit - 2014 Group Compensation Policy - 46
(A)
(B)
(C)
(D)
(1)
(2)
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
Fixed compensation
Name and surname
Office
Paolo Domenico
Sfameni
Alternate Auditor
Period for which office was
held
01/01/2013
11/05/2013
(I) Compensation in the company preparing the financial statements
TOTAL STATUTORY
AUDITORS
11/05/2013
31/12/2013
Office expiry
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
0
0
15.091
(III) Total
15.091
0
530.360
94.000
(II) Compensation from subsidiaries and associates
(III) Total
Total
(4)
(5)
(6)
Nonmonetary
benefits
Other
remuneratio
n
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
Total
approv. AR 2015
(II) Compensation from subsidiaries and associates
(I) Compensation in the company preparing the financial statements
(3)
0
0
0
0
0
0
0
0
0
15.091
0
0
0
15.091
624.360
0
0
0
0
0
15.091
0
0
0
0
32.026
0
15.091
656.386
87.210
4.000
985
92.196
1.921
94.117
617.571
98.000
985
716.556
33.947
750.502
UniCredit - 2014 Group Compensation Policy - 47
(A)
(B)
(C)
(D)
(1)
(2)
Fixed compensation
Name and surname
Office
Roberto Nicastro
General Manager
Period for which office was
held
01/01/2013
Total
Variable non-equity
compensation
Compensati
on for
committee
participatio Bonuses
Profit
n
and other
sharing
incentives
(4)
(5)
Nonmonetary
benefits
Other
remuneratio
n
(6)
Total
(7)
(8)
Severance
indemnity
Fair value
for end of
of equity
office or
compensati
termination
on
of
employment
1.301.040
1.301.040
248.045
1.549.085
274.175
1.301.040
1.301.040
248.045
1.549.085
274.175
(III) Total
1.301.040
1.301.040
248.045
1.549.085
274.175
Other Executives
with strategic
responsibilities
(I) Compensation in the company preparing the financial statements
5.890.105
5.890.105
(c) 576.041
681.489
373.084
7.520.719
820.629
(total 7 subjects)
(III) Total
5.890.105
5.890.105
576.041
681.489
373.084
7.520.719
820.629
(I) Compensation in the company preparing the financial statements
31/12/2013
Office expiry
Compensati
Emolument
on for
Lump sum
s resolved
specific Employmen
Attendance expense
by the
offices ex
t fixed
tokens
reimbursem
Shareholde
sec. 2389
salary
ents
rs' Meeting
Italian Civil
Code
(3)
(II) Compensation from subsidiaries and associates
(II) Compensation from subsidiaries and associates
(c) No bonus, upfront or deferred, linked to 2013 performance has been awarded to the Executives with startegic responsibilities, inclusive of the Chief Executive Officer and General Manager. The amount refers to the payment of long term cash incentives, based on a three years performance evaluation, for
the heads of internal control functions
UniCredit - 2014 Group Compensation Policy - 48
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis
TABLE 2: Stock Options Assigned to the Members of theAdministrative Body, to General Managers and Other Executives with Strategic Responsibilities
Options Held at Star of the Year
A
Name and Surname
Federico Ghizzoni
B
Office
(1)
(3)
(4)
Period of
Possible
Exercise
(from..to)
Plan
Number of
Options
Exercise
Price
2004 Stock Options
26.882
22,419
2005 Stock Options
35.843
26,878
2006 Stock Options
32.349
33,205
2007 Stock Options
56.137
39,583
2008 Stock Options
141.270
23,351
2011 Performance
Stock Options
672.125
4,010
Options Assigned During the Year
(5)
(6)
(7)
(8)
Number of
Options
Exercise
Price
Period of
Possible
Exercise
(from..to)
-
-
-
-
-
Options Exercised During the Year
(11)
(12)
(14)
(15)
(16)
(9)
(10)
(13)
Fair Value
at Assign.
Date
Assignment
Date
Market Price
of Underlying
Shares upon
Assignement
of Options
Number of
Options
Exercise
Price
-
-
-
-
-
-
-
-
26.882
-
-
-
-
-
-
-
-
-
35.843
-
-
-
-
-
-
-
-
-
-
32.349
-
-
-
-
-
-
-
-
-
-
-
56.137
-
-
-
-
-
-
-
-
-
-
-
141.270
-
-
-
-
-
-
-
-
-
-
-
672.125
301.593
Market Price
Options Lapsed Options Held
of
Underlying During the Year at the End of
(Number)
the Year
Shares on
Exercise
Date
Options
Relevant to
the Year (Fair
Value)
Chief Executive Officer
(I) Compensation in company preparing financial
statements
(II) Compensation from Subsidiaries and Associates
-
03/09/2008
31/12/2017
18/11/2009
31/12/2018
13/06/2010
31/12/2019
15/07/2011
15/07/2017
09/07/2012
09/07/2018
01/01/2016
31/12/2022
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
964.606
-
-
0
-
-
0
-
-
0
-
-
0
964.606
301.593
2004 Stock Options
161.297
22,419
-
-
-
-
-
-
-
-
-
-
161.297
-
2005 Stock Options
322.595
26,878
-
-
-
-
-
-
-
-
-
-
322.595
-
2006 Stock Options
242.556
33,205
-
-
-
-
-
-
-
-
-
-
242.556
-
2007 Stock Options
210.516
39,583
-
-
-
-
-
-
-
-
-
-
210.516
-
2008 Stock Options
451.235
23,351
-
-
-
-
-
-
-
-
-
-
451.235
-
322.679
11,901
-
-
-
-
-
-
-
-
-
-
322.679
-
611.022
4,010
-
-
-
-
-
-
-
-
-
-
611.022
274.175
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.321.900
-
-
0
-
-
0
-
-
0
-
-
0
2.321.900
274.175
-
-
-
-
-
-
-
-
-
-
161.474
-
-
-
-
-
-
-
-
-
-
-
320.622
-
-
-
-
-
-
-
-
-
-
-
267.807
-
-
-
-
-
-
-
-
-
-
-
289.179
-
-
-
-
-
-
-
-
-
-
-
793.607
-
-
-
-
-
-
-
-
-
-
-
482.605
-
-
-
-
-
-
-
-
-
-
-
1.594.767
715.596
(III) Total
Roberto Nicastro
(2)
General Manager
(I) Compensation in company preparing financial
statements
2010 Performance
Stock Options
2011 Performance
Stock Options
(II) Compensation from Subsidiaries and Associates
-
(III) Total
03/09/2008
31/12/2017
18/11/2009
31/12/2018
13/06/2010
31/12/2019
15/07/2011
15/07/2017
09/07/2012
09/07/2018
31/03/2014
31/12/2020
01/01/2016
31/12/2022
Other Executives with Strategic Responsibilities
(I) Compensation in
company preparing
financial statements
2004 Stock Options
161.474
22,419
n. 5 Executives
2005 Stock Options
320.622
26,878
n. 5 Executives
2006 Stock Options
267.807
33,205
n. 5 Executives
2007 Stock Options
289.179
39,583
n. 5 Executives
2008 Stock Options
793.607
23,351
482.605
11,901
1.594.767
4,010
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3.910.061
-
-
0
-
-
0
-
-
0
-
-
0
3.910.061
715.596
n. 4 Executives
n. 5 Executives
(II) Compensation from Subsidiaries and Associates
(III) Total
03/09/2008
31/12/2017
18/11/2009
31/12/2018
13/06/2010
31/12/2019
15/07/2011
15/07/2017
09/07/2012
09/07/2018
31/03/2014
31/12/2020
01/01/2016
31/12/2022
n. 5 Executives
2010 Performance
Stock Options
2011 Performance
Stock Option
-
UniCredit - 2014 Group Compensation Policy - 49
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis
TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of members of the administrative body, general managers and other executives with strategic responsibilities
Financial instruments assigned
during previous years and not
vested during the year
A
Name and surname
B
Office
Federico Ghizzoni
Chief Executive
Officer
(I) Compensation in company preparing
financial statements
(II) Compensation from Subsidiaries and
Associates
(III) Total
Roberto Nicastro
General Manager
(I) Compensation in company preparing
financial statements
(II) Compensation from Subsidiaries and
Associates
(III) Total
Other Executives with Strategic
Responsibilities
(I) Compensation in
n. 4 Executives
company preparing
financial statements
n. 1 Executive
(II) Compensation from Subsidiaries and
Associates
(III) Total
Financial
Financial
instruments
Financial instruments
instruments
vested during vested during the year and
relevant to the
the year and
asignable
year
not assigned
Financial instruments assigned during the year
(1)
(2)
(3)
(4)
Plan
Number and
type of
financial
instruments
Vesting period
Number and
type of
financial
instruments
(5)
(6)
Fair val. on
assign. date
Vesting period
-
-
-
-
-
Ordinary Shares UniCredit Plan
84.024
31.12.2013
-
(7)
(8)
(9)
(10)
(11)
(12)
Assignment
date
Market price
upon
assignment
Number and
type of
financial
instruments
Number and
type of
financial
instruments
Value on
maturity
date
Fair Value
-
-
-
-
-
-
-
-
-
-
-
-
84.023
295.761
344.822
11.04.2013
3,52
-
-
-
732.071
Ordinary Shares UniCredit Plan
2013_2015
-
-
568.181
2.000.000
50% 31.12.2014
50% 31.12.2015
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.000.000
-
-
-
-
-
295.761
1.076.893
-
-
-
-
-
-
-
-
-
-
-
2010 - Performance share
75.631
22.03.2011
31.12.2013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0
-
-
-
-
-
0
0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
105.033
-
-
-
22.03.2011
31.12.2013
50% 31.12.2013
50% 31.12.2014
2010 - Performance share
142.232
UniCredit Shares promised under
UniCredit 2011 Bonus Opportunity Plan
74.188
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0
-
-
-
-
-
0
105.033
UniCredit - 2014 Group Compensation Policy - 50
Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis
TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and Other Executives
A
Name and Surname
B
(1)
Office
Federico Ghizzoni
Chief Executive Officer
(I) Compensation In The Company Preparing the
Financial
Statements
(II)
Compensation
from Subsidiaries and Associates
Plan
(3)
Annual Bonus
Previous Years Bonuses
(A)
(B)
(C)
Payable / Paid
Deferred
Deferral Period
(A)
Non Longer
Payable
(4)
(B)
(C)
Payable / Paid
Still Deferred
-
-
-
nn
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Bonus Opportunity Plan 2013
-
-
-
nn
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(III) Total
-
Other Bonuses
Bonus Opportunity Plan 2013
(III) Total
Roberto Nicastro
General Manager
(I) Compensation In The Company Preparing the
Financial
Statements
(II) Compensation
from Subsidiaries and Associates
(2)
-
-
-
-
-
-
-
Other executives with strategic responsibilities
(I) Compensi nella società che redige il bilancio
Bonus Opportunity Plan 2013
-
Cah LTI Plans for Control Functions
(II) Compensi da controllate e collegate
(III) Totale
Amounts in Euro
nn
-
-
-
-
-
-
-
-
773.959
576.041
116.667
-
-
-
-
-
-
-
-
-
-
-
773.959
576.041
116.667
-
UniCredit - 2014 Group Compensation Policy - 51
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter
TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General
Managers
Number of Shares
Name and Surname
BOARD OF DIRECTORS
Giuseppe Vita
Candido Fois
Vincenzo Calandra Buonaura
Luca Cordero di Montezemolo
Fabrizio Palenzona
Federico Ghizzoni
Mohamed Ali Al Fahim
Manfred Bischoff
Henryka Bochniarz
Alessandro Caltagirone
Francesco Giacomin
Helga Jung
(3)
Friederich Kadrnoska
Marianna Li Calzi
Luigi Maramotti
Giovanni Quaglia
Lucrezia Reichlin
Lorenzo Sassoli de Bianchi
(4)
Alexander Wolfgring
Anthony Wyand
Office
Chairman
indirect ownership (spouse)
Deputy Vice Chairman
Vice Chairman
Vice Chairman
Vice Chairman
Chief Executive Officer
indirect ownership (spouse)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Investee
Company
UniCredit
UniCredit
ord.
ord.
UniCredit
ord.
UniCredit
UniCredit
ord.
ord.
UniCredit
ord.
UniCredit
ord.
UniCredit
UniCredit
ord.
ord.
UniCredit
ord.
BOARD OF STATUTORY AUDITORS
Maurizio Lauri
Chairman of the Board of Statutory Auditors
Giiovanni Battista Alberti (4) Standing Auditor
indirect ownership (spouse)
UniCredit
Cesare Bisoni
Standing Auditor
(4) Standing Auditor
Enrico Laghi
(4) Standing Auditor
Maria Enrica Spinardi
indirect ownership (spouse)
UniCredit
Paolo Domenico Sfameni
Alternate Auditor
(4) Alternate Auditor
Federica Bonato
UniCredit
(4) Alternate Auditor
Beatrice Lombardini
UniCredit
(3) Standing Auditor
Vincenzo Nicastro
UniCredit
(3) Standing Auditor
Michele Rutigliano
(3) Standing Auditor
Marco Ventoruzzo
(3) Alternate Auditor
Massimo Livatino
DIRETTORI GENERALI
Roberto Nicastro
Direttore Generale
Type of
Shares
UniCredit
ord.
Held at the
End of 2011
(1)
Acquired
2.350
5.000
0
18.231
0
0
135.023
1.500
0
14.997
0
0
0
1.213
0
0
2.288.682
1.000
0
0
Held at the
End of 2012
(1)
Sold
100.000
0
0
950
0
0
84.023 (2)
0
0
6.123
101.400
5.000
0
18.231
0
0
219.046
1.500
0
14.997
0
0
0
1.213
0
0
2.288.682
1.000
0
0
6.123
0
0
0
0
1.200
0
0
0
1.200
0
ord.
1.000
1.000
ord.
ord.
ord.
756
3.775
18.000
0
0
0
0
0
0
0
756
3.775
18.000
0
0
0
0
245.364
ord.
245.364
0
0
0
(1) Or start / end date of appointment if different from indicated period
(2) Of which nr. 84.023 free ordinary shares granted during 2013 in execution of the UniCredit Share Plan approved by the Shareholders' Meeting
(3) Office covered from 01/01/2013 to 11/05/2013
(4) Office covered from 11/05/2013 to 31/12/2013
UniCredit - 2014 Group Compensation Policy - 52
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter
TABLE 2: Investments of Other Executives with Strategic Responsibilities
Number of Shares
Number of Executives with Investee
Strategic Responsibilities Company
7
UniCredit
7
UniCredit
Type of
Share
ord.
ord. ESOP
matching
Held at the
End of
2012 (1)
Acquired
390.107 (2)
761
Sold
76 (3)
0
Held at the
End of 2013
(1)
15.000
761 (3)
375.183 (2)
0
(1) Or start / end date of appointment if different from indicated period
(2) Of which 42 indirect possess
(3) In the month of January 2013, at the end of the lock-up period, the 'UCG ESOP Matching' shares, received within
the UniCredit Employee Share Ownership Plan, have been grouped and converted in ordinary shares under the
ratio 10 to 1.
UniCredit - 2014 Group Compensation Policy - 53
2014 COMPENSATION SYSTEMS BASED ON FINANCIAL
INSTRUMENTS FOR UNICREDIT GROUP EMPLOYEES
UniCredit Shareholders’ Meeting
May 2014
INDEX
1. INTRODUCTION
2. 2014 GROUP INCENTIVE SYSTEM
2.1
BENEFICIARIES OF THE PLAN
2.2
THE REASONS FOR THE ADOPTION OF THE PLAN
2.3
THE PROCEDURE FOR THE ADOPTION OF THE PLAN AND THE
TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL
INSTRUMENTS
2.4
THE CHARACTERISTICS OF THE FINANCIAL INSTUMENTS
ASSIGNED
3. 2014 EMPLOYEE SHARE OWNERSHIP PLAN OF UNICREDIT GROUP
3.1
BENEFICIARIES OF THE PLAN
3.2
THE REASONS FOR THE ADOPTION OF THE PLAN
3.3
THE PROCEDURE FOR THE ADOPTION OF THE PLAN AND THE
TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL
INSTRUMENTS
3.4
THE CHARACTERISTICS OF THE FINANCIAL INSTUMENTS
ASSIGNED
4. EXECUTION OF THE “2013 EMPLOYEE SHARE OWNERSHIP PLAN OF
UNICREDIT GROUP”
4.1
BENEFICIARIES OF THE PLAN
4.2
THE REASONS FOR THE ADOPTION OF THE PLAN
4.3
THE PROCEDURE FOR THE ADOPTION OF THE PLAN AND THE
TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL
INSTRUMENTS
4.4
THE CHARACTERISTICS OF THE FINANCIAL INSTUMENTS
ASSIGNED
2
5. EXECUTION OF THE “GROUP COMPENSATION SYSTEMS”
5.1
BENEFICIARIES OF THE PLAN
5.2
THE REASONS FOR THE ADOPTION OF THE PLAN
5.3
THE PROCEDURE FOR THE ADOPTION OF THE PLAN AND THE
TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL
INSTRUMENTS
5.4
THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS
ASSIGNED
3
1.INTRODUCTION
Pursuant to the provision set forth in Article 114-bis of legislative decree no.58 of February
24th 1998 as well as to the provisions of the issuer adopted by CONSOB with resolution
no.11971 of May 14th 1999 (the issuer “regulations”) regarding the information to be
disclosed to the market in relation to the granting of awarding plans based on financial
instruments, the Board of Directors of UniCredit (the board of directors) prepared this
information memorandum which will be reported to the Ordinary General Shareholders
Meeting of UniCredit on May, 13 2014 which is called to resolve, inter alia, upon the
approval for 2014 of the following new incentives plans:
-
“2014 Group Incentive System” is defined in order to reward employees with an
incentive payable in cash and / or free UniCredit ordinary shares over a multi-year
period, according to the modalities described below and subject to the achievement of
specific performance objectives;
-
“2014 Employee Share Ownership Plan of UniCredit Group” aiming at offering to
employees of the Group the possibility to invest in UniCredit shares at favorable
conditions.
This Information Memorandum - prepared in compliance with Scheme 7 of Annex 3A to the
Issuers Regulation – has also been prepared for the purpose of giving information concerning
the execution of the following plans already approved by the General Shareholders Meeting
of May 11, 2013, May 11, 2012 and of April 29, 2011 and April 22, 2010:
- “2013 Employee Share Ownership Plan of UniCredit Group”;
- “Group Compensation Systems” providing for the grant of free shares and performance
stock options to a selected group of Group employees, according to the modalities
described below subject to the achievement of specific performance conditions:
o
2013 Group Incentive System
o
2012 Group Incentive System
o
2011 Group Executive Incentive System (“Group Executive Plan”)
o
Share Plan for Group Key Resources (“Share Plan”)
o
2011-2013 UniCredit Group Long Term Incentive Plan (“LTI Plan”)
Pursuant to the definition set forth in article 84-bis of the issuer regulations, the above
mentioned incentive plans, in consideration of their beneficiaries, have the nature of
“relevant plans”.
4
2. 2014 GROUP INCENTIVE SYSTEM
Considering provisions of the Bank of Italy regarding compensation policies and practices,
which, however, are being revised in order to incorporate the changes introduced by the
new guidelines contained in the Capital Requirements Directive 2013/36/EU (CRD IV) that
update the overall prudential regulations for banks and investment firms (hereinafter the
"Regulation") and in line with the guidelines issued by European Banking Authority (EBA –
previously CEBS), UniCredit defined compensation systems based on financial instruments in
order to align shareholder and management interests, reward long term value creation,
share price appreciation and motivate and retain key Group resources. For this purpose it
has been proposed the adoption of the Plan “2014 Group Incentive System”, which
provides for the allocation of an incentive – in cash and/or free UniCredit ordinary shares –
to be granted in a multi-year period, subject to the achievement of specific performance
objectives.
2.1 BENEFICIARIES OF THE PLAN
The employees of UniCredit and of its parent companies or subsidiaries that benefit from
the 2014 Group Incentive System are circa 1.000 Group Executives and other selected roles
that may impact market, credit, liquidity risks as specified in section 2.1.2.
On the basis of the criteria established by Shareholders Meeting, the Board of Directors will
be delegated to identify the actual beneficiaries belonging to the categories described in
this section 2.1.
2.1.1 Indication of the name of beneficiaries who are members of the board of Directors
of UniCredit and of the companies directly or indirectly controlled by UniCredit
Mr. Federico Ghizzoni – CEO of UniCredit - is among the beneficiaries of the 2014 Group
Incentive System.
It is worth mentioning that certain potential beneficiaries of the 2014 Group Incentive
System, in addition to the exercise of their managing powers connected to their offices,
held offices in Management Bodies of companies, directly or indirectly, controlled by
UniCredit. In light of the fact that such individuals are amongst the beneficiaries of the
2014 Group Incentive System in their capacity as employees of UniCredit Group, no
information as to their name is provided hereto and reference shall be made to the
information provided below.
2.1.2 The categories of employees or collaborators of UniCredit and companies
controlling or controlled by this issuer.
The employees of UniCredit and of its parent companies or subsidiaries that are defined as
Identified Staff and benefit from the 2014 Group Incentive System are defined based on
criteria provided by European Banking Authority (EBA) regulatory technical standards issued
on 16th of December, as follows:
5
-
Chief Executive Officer (CEO), General Manager (GM), Deputy General
Managers (DGMs), Senior Executive Vice Presidents, Executive Vice Presidents
(EVP), Senior Vice Presidents (SVP), members of the Management bodies of
relevant Group Legal Entities
-
Employees with total remuneration greater than €500,000 in the last year
-
Employees included within 0,3% of staff with the highest remuneration
-
Employees whose remuneration is within the remuneration bracket of senior
management and other risk takers
-
Other selected roles
2.1.3 Individuals who benefit from the Plan belonging to the following groups:
a) General Managers of UniCredit
Among the potential beneficiaries of the 2014 Group Incentive System, along with the CEO,
already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently
carries out management activities of UniCredit or anyway has regular access to privileged
information and is authorized to take resolutions capable of influencing the development
and prospects of UniCredit in any case.
b) other executives with strategic responsibilities of the financial instrument issuer not
classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no.
17221 of 12 March 2010, if they have, during the course of the year, received total
compensation (obtained by adding the monetary compensation to the financial
instrument-based compensation) in excess of the highest total compensation assigned to
the members of the board of directors or management board, and to the general
managers of the financial instrument issuer;
None of UniCredit executives meets the description; therefore no information is provided in
connection thereto.
c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.
No individual controls UniCredit and, therefore, no information is provided in connection
thereto.
2.1.4 Description and numerical indication, broken down according to category :
a) Executives with strategic responsibilities other than those specified under lett. B) of
paragraph 2.1.3
Amongst the beneficiaries of the 2014 Group Incentive System, along with the CEO, there
are n. 7 executives of UniCredit who have regular access to privileged information and are
authorized to take resolutions capable of influencing the development and prospects of
UniCredit:
-
the General Manager, Mr. Roberto Nicastro (already mentioned);
the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Jean-Pierre Mustier;
the Head of Planning, Finance & Administration, Mrs. Marina Natale;
the Group Chief Risk Officer, Mr. Alessandro Decio;
6
-
the Group Head of Human Resources, Mr. Paolo Cornetta;
the General Counsel & Group Compliance Officer, Mrs. Nadine Farida Faruque;
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f)
of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all
executives with strategic responsibilities of the financial instrument issuer;
This provision is not applicable and, therefore, no information is provided in connection
thereto.
c) other categories of employees or collaborators for which different characteristics are
envisaged for the plan (e.g. executives, middle management, employees etc.);
There are no classes of employees to which different characteristics of the 2014 Group
Incentive Systems apply.
2.2 THE REASONS FOR THE ADOPTION OF THE PLAN
2.2.1 The targets which the parties intend to reach through the adoption of the plan.
The 2014 Group Incentive System aims to attract, retain and motivate Group beneficiaries
and to align UniCredit incentive system to the most recent national and international
regulatory requirements with the aim to define – in the interest of all stakeholders –
incentive systems in line with long term company strategies and goals, linked to Group
results, adjusted in order to consider all risks, in coherence with capital and liquidity levels
needed to cover the activities in place and, in any case, able to avoid misleading incentives
that could drive to regulatory breaches or to assume excessive risks for the bank and the
system in its whole.
The 2014 Group Incentive System is compliant with Group compensation policy and with the
most recent national and international regulatory requirements providing for:
allocation of a variable incentive defined based on the available bonus pool, individual
performance evaluation and bonus reference for specific roles/markets;
definition of a balanced structure of upfront (following the moment of performance
evaluation) and deferred payments, in cash and in shares;
distributions of share payments which take into account the regulatory requirements
regarding the application of share retention periods;
risk adjusted metrics in order to guarantee long-term sustainability with respect to
company’s financial position and to ensure compliance with regulatory expectations;
malus condition (Zero Factor), which applies in case specific thresholds (profitability,
capital & liquidity) are not met at both Country/Division and Group levels.
2.2.2 Principal factors of variation and performance indexes taken into account for the
assignment of plans based on financial instruments.
Individual bonuses will be allocated managerially based on available bonus pool, individual
performance evaluation and bonus reference for specific roles/markets.
Individual performance appraisal is based on 4 – 8 goals. Other optional targets and
behaviors, as relevant, could be considered by the manager for the overall performance
appraisal.
7
Incentive payouts shall be made over a multi-year period (2015-2020) in a balanced
structure of upfront (following the moment of performance evaluation) and deferred
payments, in cash and in shares, subject to continuous employment at each date of
payment and as follows:
- in 2015 the first installment of the overall incentive will be paid in cash in absence of any
individual values/compliance breach, considering also the gravity of any
internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local
authorities);
- over the period 2016-2020 the remainder of the overall incentive will be paid in
installments in cash and/or UniCredit shares, further subject to the application of the
Zero Factor for the year previous to the year of payment and in absence of any individual
/values compliance breach, considering also the gravity of any internal/external findings
(i.e. Audit, Bank of Italy, Consob and/or analogous local authorities);.
- distributions of share payments takes into account the applicable regulatory
requirements regarding the application of share retention periods;
2.2.3 The factors assumed as basis for the determination of the compensation based
upon financial instruments, or the criteria for the determination of the aforesaid
compensation.
2014 System provides for a different approach for determining and allocating variable
remuneration compared with the past, based on the “bonus pool approach”.
Within the new approach the link between profitability, risk and reward is assured by
linking directly bonus pools with company results – at Group and local level – cost of capital
and risk profiles relevant for the Group as stated in the Group Risk Appetite Framework.
Bonus pools will be defined based on Country/Division and Group performance and allocated
to employees according to individual performance, differently from the current system that
considers the bonus opportunity set for each individual as the starting point.
At this stage, the 2014 Group Incentive System does not contain an exact indication of the
value of free shares to be actually allocated to the beneficiaries, rather it merely fixes the
maximum number of the free shares to be issued with reference to the Plan. In any case,
are already established the criteria that the Board of Directors should follow, in the
resolutions that after the Annual Shareholders’ Meeting approval will execute the Plans, to
define the actual number of beneficiaries and the number of free shares to be granted.
The 2014 Group Incentive System provides that in 2015 will be formulated the promise to
pay the incentive in cash and shares. The percentages of the payments in cash and shares
are linked to the beneficiaries’ categories as described in the following points of this
document.
The final evaluation of sustainable performance parameters and risk-reward alignment will
be reviewed by the Remuneration Committee and defined under the responsibility and
governance of the Board of Directors.
2.2.4 The reasons justifying the decision to assign compensation plans based on
financial instruments not issued by UniCredit, such as financial instruments issued by its
subsidiaries, its parent companies or third parties; in the event the aforesaid financial
8
instruments are not negotiated on regulated markets, the issuer shall provide
information as to the criteria adopted for the calculation of the value attributable to
such financial instruments.
The 2014 Group Incentive System does not contemplate the allocation of similar financial
instruments.
2.2.5 The evaluations, with respect to the relevant tax and accounting implications,
taken into account in the definition of the plans.
The 2014 Group Incentive System definition has not been influenced by significant tax or
accounting consideration. In particular, the tax and social securities regime applied to the
free shares allocated will be consistent with legislation in place in the countries where the
beneficiary is fiscally resident.
2.2.6 The indication as to whether the plan enjoys any support from the special fund for
encouraging worker participation in the companies, as provided for under Article 4,
paragraph 112, of Law December, 24 2003 n. 350.
The 2014 Group Incentive System is not currently supported by the special fund for
encouraging worker participation in the companies, as provided for under sect. 4, paragraph
112, of Law December 24, 2003 n. 350.
2.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE
ASSIGNMENT OF THE FINANCIAL INSTRUMENTS
2.3.1 Powers delegated to the board of directors by the shareholders’ meeting for the
implementation of the plan.
The best solution identified to execute the 2014 Group Incentive System is to delegate the
Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share
capital as described in the Director’s Report presented to the Extraordinary Shareholders’
Meeting called for on May 13, 2014 (in single call).
In force of this delegation, the Board of Directors could resolve:
on one or more occasions for a maximum period of five years - to carry out a free capital
increase, as allowed by section 2349 of the Italian Civil Code, for a maximum nominal
amount of 28,964,197 UniCredit ordinary shares, to be granted to employees of the Holding
Company and of Group banks and companies. Such an increase in capital shall be carried
out using the special reserve known as "Provisions Linked to the Medium Term Incentive
System for Group Personnel" set up for this purpose and reinstated or increased each year or
in accordance with other methods dictated by applicable laws and regulations.
In case the amount of the “Provisions Linked to the Medium Term Incentive System for
Group Personnel” does not allow the issuance (full or partial) of UniCredit ordinary shares
to service the 2014 System, an equivalent amount in cash will be allocated to the
beneficiaries, determined in base of arithmetic mean of the official market price of
UniCredit ordinary shares during the month preceding the Board resolution that evaluates
performance achievements in 2014.
9
In particular, in the request to approve the 2013 balance sheet, it is proposed to allocate €
98,294,742.05 to the above mentioned reserve using a portion of statutory reserves made
available from the distribution of company profits;
2.3.2 Indication of the individuals in charge of the management of the plan, their
powers authority.
The Organizational Unit “Compensation” of the Holding is in charge for the management of
the 2014 Group Incentive System, as well as of the definition of the Group’s compensation
policy.
2.3.3 Procedures for the amendment of the plans, if any, also in connection with
potential variation of the original targets.
No specific procedures for the amendment of the 2014 Group Incentive System are provided
for, other than the power of attorney that is provided by the Shareholders’ Meeting to the
Chairman and the Chief Executive Officer, also separately, to possibly make changes to the
2014 System.
2.3.4 Description of the modalities for the determination of the availability and
assignment of the financial instruments contemplated by the plan.
In order to execute the 2014 Group Incentive System it is provided to delegate the Board of
Director to resolve by May, 2015 the promise to grant a maximum number of 28,964,197
UniCredit ordinary shares, subject to the achievement of specific performance objectives,
considering in any case that the delegation to increase the share capital, in one or more
occasions, not exceeding the above mentioned limit of 28,964,197 can be exercised by May
2019.
For the assignment of the last installment of shares planned for 2020 it will be submitted to
one of the future Shareholders’ meetings the proposed integration of the power of attorney,
already provided to the Board of Directors, for capital increase to service the above
mentioned 2014 System through the issuance of a maximum overall number of 9,500,000 of
UniCredit ordinary shares (corresponding to a capital increase of a maximum €
32,239,804.21)
2.3.5 The influence exercised by each director in the determination of the
characteristics of the plans; the potential conflict of interest which may trigger the
obligation for the relevant director to abstain from exercising his vote in the relevant
resolution.
In the determination of the essential characteristics of the 2014 Group Incentive System
proposed to the Shareholders’ Meeting, the Board of Directors followed the guidelines and
criteria elaborated by the Remuneration Committee of UniCredit.
Since the CEO of UniCredit is among the potential beneficiaries of the 2014 Group Incentive
System, the latter has abstained from participating in the definition of the 2014 Group
Incentive System.
10
2.3.6 The date on which the board of directors resolved upon the assignment of the
financial instruments contemplated by the plan
The Board of Directors, on January 21, 2014 approved the proposal related to the 2014
Group Incentive System to be submitted to UniCredit Shareholders’ Meeting.
Furthermore, in exercising the delegation received by the Shareholders’ Meeting, as
described in point 2.3.1, the Board of Directors will resolve in one or more occasions to
allocate the financial instruments related to the 2014 Group Incentive System.
2.3.7 The date on which the remuneration committee resolved upon the Plan of
UniCredit.
The Remuneration Committee on January 14, 2014 positively resolved upon the criteria and
the methodology elaborated for the definition of the 2014 Group Incentive System, sharing
the reasons and motivations thereof.
2.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points
2.3.6 and 2.3.7.
The market price of UniCredit ordinary shares, registered on the date of Board of Directors
approval of 2014 Group Incentive Systems proposal (January 21, 2014) and on the date of
the decision made by the Remuneration Committee of UniCredit (January 14, 2014),
resulted equal to € 5.955 and to € 5.985 respectively.
2.3.9 In which terms and modalities UniCredit takes into account, in the determination
of the timeframe for the assignment of the plans, of the possible time-coincidence
between:
i) such assignment or the decision, if any, adopted thereon by the Remuneration
Committee, and
ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1
of Legislative Decree 58/98; for instance, in cases in which such information is:
a. not already public and capable to positively affect the market quotation, or
b. already published and capable to negatively affect the market quotation.
In relation to the foregoing it is clarified that the resolution of the Board of Directors which
approved the proposal to be submitted to the Shareholders’ Meeting, has been
communicated to the markets, in compliance with the current regulations. It is also
clarified that analogous information to the market, if required, will be made available upon
any other following resolution adopted by the Board of Directors of the 2014 Group
Incentive System.
It is worthwhile clarifying that, although all the resolutions adopted by the Board of
Directors are subject to the prior positive opinion of the Remuneration Committee of
UniCredit, the information to the market is given only after the relevant resolution of the
Board of Directors.
2.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED
2.4.1 Description of the compensation plan.
11
Individual bonuses will be allocated managerially based on available bonus pool, individual
performance evaluation and bonus reference for specific roles/markets.
Individual performance appraisal is based on 4 – 8 goals. Other optional targets and
behaviors, as relevant, could be considered by the manager for the overall performance
appraisal.
Incentive payouts will be made in upfront and deferred installments – in cash and/or
UniCredit ordinary shares over a period of 6 years:
- in 2015 the first installment of the overall incentive will be paid in cash in absence of any
individual values / compliance breach, considering also the gravity of any
internal/external findings (i.e. Audit, Bank of Italy, Consob and/or analogous local
authorities);
- over the period 2016-2020 the remainder of the overall incentive will be paid in
installments in cash and/or UniCredit shares, further subject to the application of the
Zero Factor for the year previous to the year of payment and in absence of any individual
/values compliance breach, considering also the gravity of any internal/external findings
(i.e. Audit, Bank of Italy, Consob and/or analogous local authorities);
- distributions of share payments takes into account the applicable regulatory
requirements regarding the application of share retention periods;
Final evaluation of sustainable performance parameters and risk-reward alignment will be
reviewed by the Remuneration Committee and defined under the responsibility and
governance of the Board of Directors.
The 2014 Group Incentive System provides that in 2015 the Board of Directors – once
verified the achievement of the goals defined for 2014 – will define the percentage of
payments in cash and shares established for each category of beneficiaries, as illustrated in
the table below:
2015
2016
2017
2018
2019
2020
CASH
CASH
CASH
SHARES
SHARES
SHARES
EVP & above & other
identified staff with bonus
>€500k
20%
15%
15%
20%
15%
15%
SVP & other identified staff
with bonus <€500k
30%
10%
10%
30%
10%
10%
The number of shares to be allocated in the respective installments following verification of
achievement of performance goals shall be defined in 2015, on the basis of the arithmetic
mean of the official market price of UniCredit ordinary shares during the month preceding
the Board resolution that evaluates 2014 performance achievements. The free UniCredit
12
ordinary shares to be allocated (the maximum number of shares to service the 2014 System
is estimated at 38,464,197) will be freely transferable, with the exceptions indicated below.
2.4.2 Indication of the time period for the implementation of the plan also indicating
different cycles, if any, of its implementation.
Incentive payouts shall be made over a multi-year period (2015-2020) in a balanced
structure of upfront (following the moment of performance evaluation) and deferred
payments, in cash and in shares, subject to continuous employment at each date of
payment. The free shares related to the 2014 Group Incentive System will be allocated in
multiple installments (in the period 2018-2020) subject to the Board assessment in 2015 of
the goal achievement set for 2014.
2.4.3 The termination date of the plan
The 2014 Group Incentive System will lapse by May 2020.
2.4.4 The overall maximum number of financial instruments, also in the form of options,
assigned over any fiscal years with respect to the beneficiaries namely identified or
identified by categories, as the case may be
The maximum number of free shares that the Board of Directors is authorized to allocate
within the power of the delegation received by UniCredit Shareholders’ Meeting over 5
years is equal to 28,964,197.
For the assignment of the last installment of shares planned for 2020 it will be submitted to
one of the future Shareholders’ meetings the proposed integration of the power of attorney,
already provided to the Board of Directors, for capital increase to service the above
mentioned 2014 System through the issuance of a maximum overall number of 9,500,000 of
UniCredit ordinary shares
At this stage it is not possible to indicate the maximum number of free shares allocated in
each fiscal year during the life of the 2014 Group Incentive System, since the actual
definition will be done by the Board of Directors on the basis of the criteria approved by the
Shareholders’ Meeting.
2.4.5 The procedures and clauses for the implementation of the plan, specifying
whether the assignment of the financial instruments is subject to the satisfaction of
certain specific conditions and, in particular, to the achievement of specific results,
including performance targets; a description of the aforesaid conditions and results
Bonus pools are set as as percentage of specific funding KPI (e.g. NOP pre-bonus) at
Countries / Divisions level and considering the “Entry Condition” criteria assessment (based
on the evaluation of both Group and Country/Division risk-adjusted forecasted results) and
local risk and performance assessment.
The “Entry Condition” is the mechanism that determines the possible application of the
malus condition (Zero Factor) based on profitability, capital and liquidity KPIs set at Group
and Country/Division level.
13
In order to align to regulatory requirements, in case both at Group and Country/Division
level set KPIs are not met, a Zero Factor will apply to the Executives/Identified Staff
population whereas for below-Executives, a significant reduction will be applied.
In case Zero Factor is not activated, bonus pool adjustments will be applied within pre-set
ranges based on the assessment of local & Group performance and risk factors.
In case Country/Division is in a malus condition and Group not, a floor will be defined for
retention purposes and in order to maintain the minimum pay levels needed to play in the
market.
2.4.6 Indication of the restrictions on the availability of the financial instruments
allocated under the plan or of the financial instruments relating to the exercise of the
options, with particular reference to the time limits within which the subsequent
transfer of the stocks to the issuer or third parties is permitted or prohibited
The 2014 Group Incentive System provides that the free UniCredit ordinary shares that will
be allocated will be freely transferable, considering the applicable regulatory requirements
regarding the application of share retention periods, as described in section 2.2.2.
2.4.7 Description of any condition subsequent to the plan in connection with the
execution, by the beneficiaries, of hedging transactions aimed at preventing the effects
of potential limits to the transfer of the financial instruments assigned there under, also
in the form of options, as well as to the transfer of the financial instruments relating to
the exercise of the aforesaid options
In accordance with national and international regulatory guidelines and the 2014 Group
Compensation Policy, beneficiaries are required to undertake not to use personal hedging
strategies or remuneration and liability-related insurance to undermine the risk alignment
effects embedded in their remuneration arrangements. Involvement in any form of hedging
transaction shall be considered in breach of Group compliance policies and therefore the
relevant rights under the Plan shall automatically expire.
2.4.8 Description of the consequences deriving from the termination of the employment
or working relationship
The 2014 Group Incentive System provides that the Board of Directors will have the faculty
to identify, in the resolution that will execute the 2014 System, the termination of the
beneficiary with the relevant Group employing Company, as cause for the expiring of the
right to receive the free shares.
2.4.9 The indication of any other provisions which may trigger the cancellation of the
plan
The 2014 Group Incentive System does not provide for any provision which may trigger its
cancellation.
2.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of
the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the
plan; the beneficiaries of such redemption, indicating whether the same is limited only
14
to certain categories of employees; the consequences of the termination of the
employment relationship with respect to such redemption rights
The 2014 Group Incentive System does not provide for the redemption by UniCredit or by
another Group company with reference to the free shares.
2.4.11 The loans or other special terms that may be granted for the purchase of stocks
pursuant to sect. 2358, paragraph 3, of the Italian Civil Code
The 2014 Group Incentive System does not provide for a loan or other special terms for the
purchase of the shares.
2.4.12 The evaluation of the economic burden for UniCredit at date of the assignment
of the plan, as determined on the basis of the terms and conditions already defined,
with respect to the aggregate overall amount as well as with respect to each financial
instrument contemplated by the plan
The estimation of the overall cost expected by UniCredit in relation to the 2014 Group
Incentive System at the grant date of the free shares, has been made on the basis of the IAS
principles, considering the accounting assumptions on the foreseeable beneficiaries exits
before the allocation of the free shares and on the probability to achieve the performance
targets related to the allocation of the free shares.
On the basis of these estimations, the overall expected cost for UniCredit at the grant date
of the target number of free shares is equal to € 316 mln to be split in 6 years. Depending
on actual performance achievements, actual IAS cost of the Plan will vary from € 0 to a
maximum of € 348 mln.
At this stage it is not possible to define the exact cost in each year of life of the 2014 Group
Incentive System, since the definition of the actual number of the free shares to be
allocated is subject to the Board of Directors resolution.
2.4.13 The indication of any dilution on the corporate capital of the issuer resulting
from the compensation plan, if any.
The maximum impact of the 2014 System on UniCredit share capital shall be approx. 0.66%
in case of the potential allocation of all free shares to employees.
2.4.14 Any limitation to the voting and to the economic rights
At this stage, the 2014 Group Incentive System does not provide for any limitation to the
voting or economic rights for the shares allocated.
2.4.15 In the event the stocks are not negotiated on a regulated market, any and all
information necessary for a complete evaluation of the value attributable to them
The 2014 Group Incentive System provides only for the use of shares negotiated on
regulated markets.
2.4.16 The number of financial instruments belonging to each option
The 2014 Group Incentive System does not provide for options.
15
2.4.17 The termination date of the options
The 2014 Group Incentive System does not provide for options.
2.4.18 The modalities, time limits and clauses for the exercise of the options
The 2014 Group Incentive System does not provide for options.
2.4.19 The strike price of the options or the criteria and modalities for its
determination, with respect in particular to:
a) the formula for the calculation of the exercise price in connection with the fair
market value; and to
b) the modalities for the calculation of the market price assumed as basis for the
calculation of the exercise price
The 2014 Group Incentive System does not provide for options.
2.4.20 In case the strike price is different from the fair market value as determined
pursuant to point 2.4.19.b, the indication of the reasons for such difference
The 2014 Group Incentive System does not provide for options.
2.4.21 The criteria justifying differences in the exercise prices between the relevant
beneficiaries or class of beneficiaries
The 2014 Group Incentive System does not provide for options.
2.4.22 In the event the financial instruments underlying granted options are not
negotiated on a regulated market, the indication of the value attributable to the same
or of the criteria for its determination
The 2014 Group Incentive System does not provide for options.
2.4.23 The criteria for the adjustments required in connection with any extraordinary
transaction involving the corporate capital of the issuer as well as in connection with
transaction triggering a variation in the number of the financial instruments underlying
granted options
The 2014 Group Incentive System does not provide for adjustments applicable in connection
with extraordinary transactions involving UniCredit corporate capital (saving the provisions
that the Board of Directors may define in the resolution in which the Board will exercise the
delegation received from the General Shareholders’ Meeting).
3.
2014 EMPLOYEE SHARE OWNERSHIP PLAN OF UNICREDIT GROUP
3.1. BENEFICIARIES OF THE PLAN
The 2014 Employee Share Ownership Plan (“Let’s Share for 2015”) is addressed to the
employees of UniCredit Group equal to circa 150,000.
16
3.1.1 Indication of the name of beneficiaries who are members of the board of directors
of UniCredit and of the companies directly or indirectly controlled by UniCredit.
Mr. Federico Ghizzoni, CEO of UniCredit, is amongst the potential beneficiaries of the Plan
Let’s Share for 2015.
It is worth mentioning that certain beneficiaries of the Let’s Share for 2015 - employees of
the UniCredit Group - in addition to the exercise of their managing powers connected to
their offices, held offices in Management Bodies of companies, directly or indirectly,
controlled by UniCredit. In light of the fact that such individuals are amongst the
beneficiaries of the Let’s Share for 2015 in their capacity as employees of UniCredit Group,
no information as to their names is provided hereto and reference shall be made to the
information provided below.
3.1.2 The categories of employees or collaborators of UniCredit and companies
controlling or controlled by this issuer.
The Plan Let’s Share for 2015 also applies to the following classes of employees of UniCredit
and of the main bank and companies of the Group:
-
-
General Managers & Vice General Managers (or similar category in the different
jurisdictions in which the Group operates) of UniCredit and of the main bank and
companies of the Group.
Executives (or similar category in the different jurisdictions in which the Group
operates) of UniCredit and of the main bank and companies of the Group.
Middle Managers (or similar category in the different jurisdictions in which the Group
operates) of UniCredit and of the main bank and companies of the Group.
Employees (or similar categories in the different jurisdictions in which the Group
operates) of UniCredit and of the main bank and companies of the Group.
3.1.3 Individuals who benefit from the Plan belonging to the following groups:
a) General Managers of UniCredit
Among the potential beneficiaries of the Plan Let’s Share for 2015, along with the CEO,
already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently
carries out management activities of UniCredit or anyway has regular access to privileged
information and is authorized to take resolutions capable of influencing the development
and prospects of UniCredit in any case.
b) other executives with strategic responsibilities of the financial instrument issuer not
classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no.
17221 of 12 March 2010, if they have, during the course of the year, received total
compensation (obtained by adding the monetary compensation to the financial
instrument-based compensation) in excess of the highest total compensation assigned to
the members of the board of directors or management board, and to the general
managers of the financial instrument issuer;
None of UniCredit executives meets the description; therefore no information is provided in
connection thereto.
c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.
17
No individual controls UniCredit and, therefore, no information is provided in connection
thereto.
3.1.4 Description and numerical indication, broken down according to category :
a) Executives with strategic responsibilities other than those specified under lett. B) of
paragraph 3.1.3
Amongst the beneficiaries of the Plan Let’s Share for 2015, along with the CEO, there are n.
7 executives of UniCredit who have regular access to privileged information and are
authorized to take resolutions capable of influencing the development and prospects of
UniCredit:
-
the General Manager, Mr. Roberto Nicastro (already mentioned);
the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Jean-Pierre Mustier;
the Head of Planning, Finance & Administration, Mrs. Marina Natale;
the Group Chief Risk Officer, Mr. Alessandro Decio;
the Group Head of Human Resources, Mr. Paolo Cornetta;
the General Counsel & Group Compliance Officer, Mrs. Nadine Farida Faruque;
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f)
of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all
executives with strategic responsibilities of the financial instrument issuer;
This provision is not applicable and, therefore, no information is provided in connection
thereto.
c) other categories of employees or collaborators for which different characteristics are
envisaged for the plan (e.g. executives, middle management, employees etc.);
There are no classes of employees to which different characteristics of the Plan Let’s Share
for 2015 apply.
3.2 THE REASONS FOR THE ADOPTION OF THE PLAN
3.2.1 The targets which the parties intend to reach through the adoption of the plan.
With the Plan Let’s Share for 2015, UniCredit aims to reinforce employees’ sense of
belonging and commitment to achieve corporate goals.
In particular, the Plan Let’s Share for 2015 aims at offering to employees of the Group the
possibility to invest in UniCredit shares at favourable conditions.
At this stage, the Plan Let’s Share for 2015 does not provide for alternative allocation
criteria amongst the beneficiaries of the Plan Let’s Share for 2015, since the criteria
specified in section 3.2.3 will regularly apply to all the beneficiaries described in section
3.1. except for the “alternative structure” to be presented in the next paragraphs.
3.2.2 Principal factors of variation and performance indexes taken into account for the
assignment of plans based on financial instruments.
Considering the goal of the Plan Let’s Share for 2015, no key variables & performance
indicators have been considered.
18
3.2.3 The factors assumed as basis for the determination of the compensation based
upon financial instruments, or the criteria for the determination of the aforesaid
compensation.
At this stage, the Plan Let’s Share for 2015 does not contain an exact indication of the
compensation based on Free Shares to be allocated to the beneficiaries, rather it merely
fixes the maximum and minimum amount they can invest.
The purpose of UniCredit to adopt the Plan Let’s Share for 2015 is in line with the strategy
adopted in recent years by the Group for maximizing the corporate value and for fostering
the sense of belonging and the commitment to achieve the corporate goals of employees.
3.2.4 The reasons justifying the decision to assign compensation plans based on
financial instruments not issued by UniCredit, such as financial instruments issued by its
subsidiaries, its parent companies or third parties; in the event the aforesaid financial
instruments are not negotiated on regulated markets, the issuer shall provide
information as to the criteria adopted for the calculation of the value attributable to
such financial instruments.
The Plan Let’s Share for 2015 does not contemplate the allocation of similar financial
instruments.
3.2.5 The evaluations, with respect to the relevant tax and accounting implications,
taken into account in the definition of the plans.
The Plan Let’s Share for 2015 definition has not been influenced by significant tax or
accounting consideration. In particular, it is specified that it will be taken into account the
tax regime of employment incomes applicable from time to time in the country where each
beneficiary has his/her residency .
3.2.6 The indication as to whether the plan enjoys any support from the special fund for
encouraging worker participation in the companies, as provided for under Article 4,
paragraph 112, of Law December, 24 2003 n. 350.
The Plan Let’s Share for 2015 is not currently supported by the special fund for encouraging
worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law
December, 24 2003 n. 350.
3.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE
ASSIGNMENT OF THE FINANCIAL INSTRUMENTS
3.3.1 Powers delegated to the board of directors by the shareholders’ meeting for the
implementation of the plan.
The Board of Directors, on January, 21 2014, has approved the Plan Let’s Share for 2015
proposal to be submitted to the Shareholders’ Meeting – Ordinary session of UniCredit called
on 13th May 2014 and giving to the Chairman and/or to the Chief Executive Officer,
respectively, every opportune powers of attorney to enact the Shareholders resolution,
making the appropriate modifications/integrations to the Plan Let’s Share for 2015, also in
19
order to be compliant with the laws and regulations in all the different countries in which
the Group’s companies operate.
3.3.2 Indication of the individuals in charge of the management of the plan, their
powers authority.
The Organizational Unit “Compensation” of the Holding is in charge for the management of
the incentive plans, including the Plan Let’s Share for 2015, as well as of the definition of
the Group’s compensation policy.
3.3.3 Procedures for the amendment of the plans, if any, also in connection with
potential variation of the original targets.
No specific procedures for the amendment of the Plan Let’s Share for 2015 are provided for.
3.3.4 Description of the modalities for the determination of the availability and
assignment of the financial instruments contemplated by the plan.
The Plan Let’s Share for 2015 provides for the following phases:
(a) Election Period: there are two election windows:
1st election window: from 27th November 2014 to 15 th January 2015;
2nd election window: from 27th May 2015 to 15th July 2015;
during these windows, employees participating to the Plan Let’s Share for 2015
(“Participants”), will choose the overall amount that they want to invest, up to a
maximum contribution of € 6,000 per annum. The minimum annual contribution amount
is defined considering the peculiarities of each participating country;
(b) Enrolment Period: from January 2015 to December 2015 the Participants will have the
opportunity to buy shares by means of monthly debits on their current account
(“monthly” modality) or by payments in one or two instalments made in the months of
January or July (“one-off” modality). In case during the Holding Period a Participant
leaves the Plan Let’s Share for 2015, he/she will lose the Free Shares allocated in
accordance with the below point c);
(c) “Free Share”: at the beginning of the Enrolment Period (January or July 2015), the
Participant will receive an immediate discount equal to 25% on the purchase price in the
form of Free Shares; the Free Shares will be subject to lock-up during one year and the
Participant will lose the entitlement to the Free Shares if, during the 1-year Holding
Period, he/she will no longer be an employee of a UniCredit Group Company, unless the
employment has been terminated for one of the specific reasons stated in the Rules of
the Plan Let’s Share for 2015. In some countries, for fiscal reasons, it will not be
possible to grant the Free Shares at the beginning of the Enrolment Period: in that case
an alternative structure is offered that provides (at the beginning of the Enrolment
period) to the Participants of those countries the right to receive the Free Shares at the
end of the Holding Period (“Alternative” Structure);
20
(d) Holding Period: during the 1-year Holding Period (from January/July 2015 to
January/July 2016), the Participants can sell the purchased shares at any moment, but
by doing so they will lose the Free Shares in respect of the number of shares sold.
After the end of the 1-year holding period the employees can sell their shares without
losing the discount; in particular, the Italian participants can benefit from the fiscal
advantage provided for by the Italian law if they maintain the shares for other 2 years.
The Plan Let’s Share for 2015 Plan provides for the use of shares to be purchased on the
market, therefore it will not have any diluting impact on Holding Company share capital. To
that end, Group employees who decide to accept to join the Plan Let’s Share for 2015 will
give a mandate to a broker, internal or external to UniCredit Group, to purchase the shares
and to deposit them in an account opened in their name. In case of substantial changes in
the scenario of reference or if the actual participation rate would be higher than expected,
it may be required to change this implementation modality by asking, in the case, for the
relevant authorizations needed.
3.3.5 The influence exercised by each director in the determination of the
characteristics of the plans; the potential conflict of interest which may trigger the
obligation for the relevant director to abstain from exercising his vote in the relevant
resolution.
In the determination of the essential characteristics of the Plan Let’s Share for 2015, the
Board of Directors followed the guidelines and criteria elaborated by the Remuneration
Committee of UniCredit.
Since the CEO of UniCredit is among the potential beneficiaries of the Plan, the latter has
abstained from participating in the definition of the Plan Let’s Share for 2015.
3.3.6 The date on which the board of directors resolved upon the assignment of the
financial instruments contemplated by the plan.
The Board of Directors on January, 21 2014 resolved upon the Plan Let’s Share for 2015
proposal to be submitted to the Shareholders’ Meeting – Ordinary session of UniCredit called
for May, 13 2014.
3.3.7 The date on which the remuneration committee resolved upon the Plan of
UniCredit.
The Remuneration Committee, on January, 14 2014, positively resolved upon the criteria
and the methodology elaborated for the definition of the Plan Let’s Share for 2015, sharing
the reasons and motivations thereof
3.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points
3.3.6 and 3.3.7.
The market price of UniCredit ordinary shares, registered on the date of Board of Directors
approval of Plan Let’s Share for 2015 proposal (January, 21 2014) and on the date of the
decision made by the Remuneration Committee of UniCredit (January, 14 2014), resulted
equal to € € 5.9550 and € 5.985.
21
3.3.9 In which terms and modalities UniCredit takes into account, in the determination
of the timeframe for the assignment of the plans, of the possible time-coincidence
between:
i) such assignment or the decision, if any, adopted thereon by the Remuneration
Committee, and
ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1
of Legislative Decree 58/98; for instance, in cases in which such information is:
a. not already public and capable to positively affect the market quotation, or
b. already published and capable to negatively affect the market quotation.
In relation to the foregoing it is clarified that the resolution of the Board of Directors of
January, 21 2014 which approved the proposal to be submitted to the Shareholders’ Meeting,
has been communicated to the markets, in compliance with the current regulations. It is
also clarified that analogous information to the market, if required, will be made available
upon any other following resolution adopted by the Board of Directors of the Plan Let’s
Share for 2015.
It is worthwhile clarifying that, although all the resolutions adopted by the Board of
Directors are subject to the prior positive opinion of the Remuneration Committee of
UniCredit, the information to the market is given after the relevant resolution of the Board
of Directors.
Finally, it is clarified that, with reference to the execution of the Plan Let’s Share for 2015,
information will be given to the market in compliance with the current regulations.
3.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED
3.4.1 Description of the compensation plan.
The Plan Let’s Share for 2015 provides for offering to Group employees the possibility to
buy on the market UniCredit shares with the following advantages: an immediate discount
equal to 25% on the purchase price in the form of Free Shares, whose ownership by
Participants will be conditional upon the employment status of the employee with a
UniCredit Group company until the expiry of a 1-year restriction period, with the exception
of termination for reasons specifically provided for by the Rules of the Plan Let’s Share for
2015.
3.4.2 Indication of the time period for the implementation of the plan also indicating
different cycles, if any, of its implementation.
The Plan Let’s Share for 2015 will last from January 2015 to July 2016 according to the
criteria specified in section 3.3.4.
3.4.3 The termination date of the plan
The Plan Let’s Share for 2015 will lapse at July 2016.
3.4.4 The overall maximum number of financial instruments, also in the form of options,
assigned over any fiscal years with respect to the beneficiaries namely identified or
identified by categories, as the case may be
22
At this stage it is not possible to determine the overall number of shares that will be
purchased or assigned with reference to the Plan Let’s Share for 2015, since their exact
determination is conditioned to the employees’ participation & contribution rates and share
price at the purchasing date.
3.4.5 The procedures and clauses for the implementation of the plan, specifying
whether the assignment of the financial instruments is subject to the satisfaction of
certain specific conditions and, in particular, to the achievement of specific results,
including performance targets; a description of the aforesaid conditions and results
The Plan Let’s Share for 2015 features & implementation clauses are described in the
section 3.3.4 above. The execution of the Plan Let’s Share for 2015 is not conditioned to the
achievement of any result/performance.
3.4.6 Indication of the restrictions on the availability of the financial instruments
allocated under the plan or of the financial instruments relating to the exercise of the
options, with particular reference to the time limits within which the subsequent
transfer of the stocks to the issuer or third parties is permitted or prohibited
The free shares subjected to the Plan Let’s Share for 2015 (“Free Share”) will be affected
by a one year restriction period in which the dividends in favor of the beneficiaries, in
particular those referring to the “Free Share”, will be set aside for the one year period of
restriction and paid by cash and/or nature to the participants of the plan. The beneficiaries
leaving during the one year period of restriction – with the exception of the clauses
provided by the Plan - will loose the ownership of the “Free Share”.
3.4.7 Description of any condition subsequent to the plan in connection with the
execution, by the beneficiaries, of hedging transactions aimed at preventing the effects
of potential limits to the transfer of the financial instruments assigned there under, also
in the form of options, as well as to the transfer of the financial instruments relating to
the exercise of the aforesaid options
The Plan Let’s Share for 2015 does not provide for conditions subsequent of the type
described above.
3.4.8 Description of the consequences deriving from the termination of the employment
or working relationship
Before the communication of the Plan Let’s Share for 2015 to the employees, the expiry
reasons will be defined of the participants’ rights to keep the “Free Shares” as allocated, at
the end of the 1-year restriction period.
3.4.9 The indication of any other provisions which may trigger the cancellation of the
plan
The Plan Let’s Share for 2015 does not provide for any provision which may trigger its
cancellation.
3.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of
the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the
plan; the beneficiaries of such redemption, indicating whether the same is limited only
23
to certain categories of employees; the consequences of the termination of the
employment relationship with respect to such redemption rights
The Plan Let’s Share for 2015 does not provide for the redemption by UniCredit or by
another Group company.
3.4.11 The loans or other special terms that may be granted for the purchase of stocks
pursuant to sect. 2358, paragraph 3, of the Italian Civil Code
At this stage, the Plan Let’s Share for 2015 does not provide for a loan or other special
terms for the purchase of the shares.
An evaluation process is ongoing on the possibility, subject to an agreement with the Unions,
that the Italian participants could contribute to the Plan Let’s Share for 2015 investing a
portion of the company bonus (VAP). The modalities and the timing to make this
contribution will be defined in the Regulations of the Plan Let’s Share for 2015 that will be
submitted to the Board of Directors for information at the moment of the launch of the Plan
Let’s Share for 2015.
3.4.12 The evaluation of the economic burden for UniCredit at date of the assignment
of the plan, as determined on the basis of the terms and conditions already defined,
with respect to the aggregate overall amount as well as with respect to each financial
instrument contemplated by the plan
At this stage, it is not possible to evaluate the exact economic burden for UniCredit deriving
from the adoption of the Plan Let’s Share for 2015, since this burden is affected by the
overall participation & contribution rates of UniCredit Group employees.
The estimate of the overall accounting cost for the offer of the free shares received by
Participants is about € 12 million, under the hypothesis of an expected participation rate of
Group employees equal to 5%, with an employees’ contribution at maximum of € 6,000.
That cost, to be spread over the year in which the Plan extends (from January/July 2015 to
January/July 2016), would increase in case of a higher participation rate.
3.4.13 The indication of any dilution on the corporate capital of the issuer resulting
from the compensation plan, if any.
Considering the use of shares to be purchased in the market, the adoption of the Plan Let’s
Share for 2015 will not have any diluting impact on UniCredit share capital.
3.4.14 Any limitation to the voting and to the economic rights
The Plan Let’s Share for 2015 does not provide for any limitation to the voting or economic
rights for the ”Investment Shares”. For the “Free Shares” those rights will be subjected to
limitations, in particular the beneficiaries will receive the dividends after the 1-year period
of restriction. The beneficiaries leaving during the 1-year period of restriction – with the
exception of the clauses provided by the Plan Let’s Share for 2015 - will loose the ownership
of the “Free Share”.
3.4.15 In the event the stocks are not negotiated on a regulated market, any and all
information necessary for a complete evaluation of the value attributable to them
24
The Plan Let’s Share for 2015 provides only for the use of shares negotiated on regulated
markets.
4. EXECUTION OF THE 2013 EMPLOYEE SHARE OWNERSHIP PLAN OF
UNICREDIT GROUP
4.1 BENEFICIARIES OF THE PLAN
The 2013 Employee Share Ownership Plan (“Let’s Share for 2014”) is addressed to the
employees of the companies of UniCredit Group in the 13 countries that, since the first
launch of the plan, so far have participated in Let’s Share (Austria, Bulgaria, Czech Rep,
Germany, Hong Kong, Hungary, Italy, Luxembourg, Poland, Romania, Serbia, Slovakia,
United Kingdom), covering in total about 75% of the overall Group population.
The Plan Let’s Share for 2014 does not provide for the participation of employees of the
companies operating in the other countries in which the Group is operating, since for legal,
fiscal, operational or organizational reasons it is not possible to implement the Plan Let’s
Share for 2014 in the terms approved and defined by UniCredit S.p.A.
4.1.1 Indication of the name of beneficiaries who are members of the board of directors
of UniCredit and of the companies directly or indirectly controlled by UniCredit
The CEO of UniCredit is amongst the potential beneficiaries of Plan Let’s Share for 2014.
It is worth mentioning that certain beneficiaries of the Plan Let’s Share for 2014 employees of the UniCredit Group - in addition to the exercise of their managing powers
connected to their offices, held offices in Management Bodies of companies, directly or
indirectly, controlled by UniCredit. In light of the fact that such individuals are amongst the
beneficiaries of the Plan Let’s Share for 2014 in their capacity as employees of UniCredit
Group, no information as to their names is provided hereto and reference shall be made to
the information provided below.
4.1.2 The categories of employees or collaborators of UniCredit and companies
controlling or controlled by this issuer.
The Plan Let’s Share for 2014 also applies to the following classes of employees of UniCredit
and of the companies of the Group in the participating countries:
-
-
-
General Managers & Vice General Managers (or similar categories in the different
jurisdictions in which the Group operates) of UniCredit and of the companies of the
Group in the above mentioned countries.
Executives (or similar categories in the different jurisdictions in which the Group
operates) of UniCredit and of the companies of the Group in the above mentioned
countries.
Middle Managers (or similar categories in the different jurisdictions in which the Group
operates) of UniCredit and of the companies of the Group in the above mentioned
countries.
25
Employees (or similar categories in the different jurisdictions in which the Group
operates) of UniCredit and of the companies of the Group in the above mentioned
countries.
-
4.1.3 Individuals who benefit from the Plan belonging to the following groups:
a) General Managers of UniCredit
Among the potential beneficiaries of the Plan Let’s Share for 2014, along with the CEO,
already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently
carries out management activities of UniCredit or anyway has regular access to privileged
information and is authorized to take resolutions capable of influencing the development
and prospects of UniCredit in any case.
b) other executives with strategic responsibilities of the financial instrument issuer not
classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no.
17221 of 12 March 2010, if they have, during the course of the year, received total
compensation (obtained by adding the monetary compensation to the financial
instrument-based compensation) in excess of the highest total compensation assigned to
the members of the board of directors or management board, and to the general
managers of the financial instrument issuer;
None of UniCredit executives meets the description; therefore no information is provided in
connection thereto.
c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.
No individual controls UniCredit and, therefore, no information is provided in connection
thereto.
4.1.4 Description and numerical indication, broken down according to category :
a) Executives with strategic responsibilities other than those specified under lett. B) of
paragraph 4.1.3;
Amongst the beneficiaries of the Plan Let’s Share for 2014, along with the CEO, there are n.
7 executives of UniCredit who have regular access to privileged information and are
authorized to take resolutions capable of influencing the development and prospects of
UniCredit:
-
the General Manager, Mr. Roberto Nicastro (already mentioned);
the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Jean-Pierre Mustier;
the Head of Planning, Finance & Administration, Mrs. Marina Natale;
the Group Chief Risk Officer, Mr.Alessandro Decio;
the Group Head of Human Resources, Mr. Paolo Cornetta;
the General Counsel & Group Compliance Officer, Mrs. Nadine Farida Faruque;
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f)
of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all
executives with strategic responsibilities of the financial instrument issuer;
26
This provision is not applicable and, therefore, no information is provided in connection
thereto.
c) other categories of employees or collaborators for which different characteristics are
envisaged for the plan (e.g. executives, middle management, employees etc.);
There are no classes of employees to which different characteristics of the Plan Let’s Share
for 2014 apply.
4.2 THE REASONS FOR THE ADOPTION OF THE PLAN
4.2.1 The targets which the parties intend to reach through the adoption of the plan.
Through the Plan Let’s Share for 2014, UniCredit aims at reinforcing the sense of belonging
to the Group and the commitment of the employees to achieve the corporate goals.
In particular, the Plan Let’s Share for 2014 aims at offering to the employees of the
companies of the Group, joining the Plan, the possibility to buy UniCredit ordinary shares at
favourable conditions.
The decision to propose the adoption of the Plan Let’s Share for 2014 has been taken on the
basis of the consideration that, from a financial point of view, plans based on financial
instruments reserved to employees, like such Plan Let’s Share for 2014, are currently an
advantage both for the company that adopts the Plan and for the beneficiaries.
The Plan Let’s Share for 2014 does not provide for alternative allocation criteria amongst
the beneficiaries of the Plan, since the criteria specified in section 4.2.3 will regularly apply
to all the beneficiaries described in section 4.1. except for the “alternative structure” to be
presented in the next paragraphs. For fiscal reasons, in some countries the “alternative
structure” is providing to the beneficiaries a different timetable for the allocation activities.
4.2.2 Principal factors of variation and performance indices taken into account for the
assignment of plans based on financial instruments.
Considering the goals of the Plan Let’s Share for 2014, no key variables & performance
indicators have been considered to grant the free shares as detailed below.
4.2.3 The factors assumed as basis for the determination of the compensation based
upon financial instruments, or the criteria for the determination of the aforesaid
compensation.
The Plan Let’s Share for 2014 does not contain an exact indication of the compensation
based on free shares to be allocated to the beneficiaries, rather it merely fixes the
maximum and minimum amount they can invest.
The purpose of UniCredit to adopt the Plan Let’s Share for 2014 is in line with the strategy
adopted in recent years by the Group for maximizing the corporate value and for fostering
employees’ sense of belonging and the commitment to achieve the corporate goals.
4.2.4 The reasons justifying the decision to assign compensation plans based on
financial instruments not issued by UniCredit, such as financial instruments issued by its
subsidiaries, its parent companies or third parties; in the event the aforesaid financial
27
instruments are not negotiated on regulated markets, the issuer shall provide
information as to the criteria adopted for the calculation of the value attributable to
such financial instruments.
The Plan Let’s Share for 2014 does not contemplate the allocation of similar financial
instruments.
4.2.5 The evaluations, with respect to the relevant tax and accounting implications,
taken into account in the definition of the plans.
The Plan Let’s Share for 2014 has not been influenced by significant tax or accounting
consideration. In particular, it is specified that the income tax regime will be taken into
account applicable from time to time in the country where each participant has his/her
residency; in Italy, the Plan Let’s Share for 2014 structure is qualified for the current
favourable tax treatment provided for all employees share ownership plans (Section 51
TUIR) provided that certain conditions are met.
4.2.6 The indication as to whether the plan enjoys any support from the special fund for
encouraging worker participation in the companies, as provided for under Article 4,
paragraph 112, of Law December, 24 2003 n. 350.
The Plan Let’s Share for 2014 is not supported by the special fund for encouraging worker
participation in the companies, as provided for under sect. 4, paragraph 112, of Law
December 24, 2003 n. 350.
4.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE
ASSIGNMENT OF THE FINANCIAL INSTRUMENTS
4.3.1 Powers delegated to the board of directors by the shareholders’ meeting for the
implementation of the plan.
In occasion of the approval of the Plan Let’s Share for 2014, the Shareholders’ Meeting –
Ordinary session of UniCredit has not given any specific powers and functions to the Board
of Directors for the execution of the Plan Let’s Share for 2014, but has given to the
Chairman and/or to the Chief Executive Officer, respectively, every opportune powers of
attorney
to
enact
the
Shareholders
resolution,
making
the
appropriate
modifications/integrations to the Plan Let’s Share for 2014, also in order to be compliant
with the laws and regulations in all the different countries in which the Group’s companies
operate.
4.3.2 Indication of the individuals in charge of the management of the plan, their
powers authority.
The Organizational Unit “Compensation” of the Holding is in charge for the management of
the incentive plans, including the Plan Let’s Share for 2014, as well as of the definition of
the Group’s compensation policy.
The Plan Let’s Share for 2014 will be managed and administered with the support of a
specialized provider external to the Group.
28
4.3.3 Procedures for the amendment of the plans, if any, also in connection with
potential variation of the original targets.
No specific procedures for the amendment of the Plan Let’s Share for 2014 are provided for.
4.3.4 Description of the modalities for the determination of the availability and
assignment of the financial instruments contemplated by the plan.
The employees of the Group companies who joined the Plan Let’s Share for 2014
(“Participants”), have communicated, in the period from November 27, 2013 to January 15,
2014 and/or will communicate in the period from May 27, 2014 to July 15, 2014 the amount
to invest for the purchasing of the UniCredit ordinary shares (“Investment Shares”). The
Participants have submitted an order to the relevant Bank of the Group to buy - on a
monthly or one-off (in January and/or July 2014) basis - UniCredit ordinary shares. The
purchase is made during the period between January 2014 and December 2014 (“Enrolment
Period”) on the market by FinecoBank – the Group company, with registered office in Italy,
appointed as unique broker for the Plan Let’s Share for 2014– and all the purchased shares
are sub-deposited in an account opened in the name of each participant in Société Générale
Securities Services (SGSS) as Custodian Bank for the Plan Let’s Share for 2014.
At the beginning of the Enrolment Period (January 2014 or July 2014), conditionally to the
fact that the participants maintain the ownership of the “Investment Shares”, each
participant is receiving an immediate discount of 25% on the purchase price in the form of
free shares (“Free Share”). The “Free Shares” are locked up for one year (from
January/July 2014 to January/July 2015). After this 1-year Holding Period, the participants
can freely dispose of all the shares. “Free Shares” are subject to forfeiture if the
participants sell their “Investment Shares”, or if they leave employment with the Group,
before the end of the 1 year holding period, except in the case of termination of
employment for special reasons provided for by the Plan Let’s Share for 2014.
To Plan ’s participants resident in countries where, for fiscal reasons, it will not be possible
to grant the “Free Shares” at the beginning of the enrolment period, the right will be
offered to receive the “Free Shares” at the end of the Holding Period (“alternative”
structure).
4.3.5 The influence exercised by each director in the determination of the
characteristics of the plans; the potential conflict of interest which may trigger the
obligation for the relevant director to abstain from exercising his vote in the relevant
resolution.
In the determination of the essential characteristics of the Plan Let’s Share for 2014,
approved by the General Meeting on May 11, 2013, the Board of Directors followed the
guidelines and criteria elaborated by the Remuneration Committee of UniCredit.
In the implementation of the Plan Let’s Share for 2014 also the CEO of UniCredit followed
the guidelines and criteria elaborated by the Board of Directors and Remuneration
Committee of UniCredit.
4.3.6 The date on which the board of directors resolved upon the assignment of the
financial instruments contemplated by the plan.
29
The Board of Directors on March 15, 2013 resolved upon the Plan Let’s Share for
2014approved by the Shareholders’ Meeting – Ordinary session of UniCredit on May 11, 2013.
4.3.7 The date on which the remuneration committee resolved upon the Plan of
UniCredit.
In view of the definition of the proposal by the Board of Directors, the Remuneration
Committee, on March 7, 2013, positively resolved upon the criteria and the methodology
elaborated for the definition of the Plan Let’s Share for 2014, sharing the reasons and
motivations thereof.
4.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points
4.3.6 and 4.3.7.
The market price of UniCredit ordinary shares, registered on the date of Board of Directors
approval of Plan Let’s Share for 2014 proposal and on the date of positive opinion expressed
by the Remuneration Committee of UniCredit (March 7, 2013), amounted to €3.828 ed
€3.844.
On November 27, 2013 – date in which the employees of the Group have been invited to the
Plan Let’s Share for 2014 – the market price of UniCredit ordinary shares was equal to
€5.330.
4.3.9 In which terms and modalities UniCredit takes into account, in the determination
of the timeframe for the assignment of the plans, of the possible time-coincidence
between:
i) such assignment or the decision, if any, adopted thereon by the Remuneration
Committee, and
ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1
of Legislative Decree 58/98; for instance, in cases in which such information is:
a. not already public and capable of positively affecting the market quotation, or
b. already published and capable of negatively affecting the market quotation.
It is worthwhile clarifying that, although all the resolutions concerning share-based
incentive plans adopted by the Board of Directors are subject to the prior positive opinion
of the Remuneration Committee of UniCredit, the information to the market is given only
after the relevant resolution of the Board of Directors.
Therefore, with reference to the resolution of the Board of Directors of March 15, 2013
related to the Plan Let’s Share for 2014, communication has been given to the markets, in
compliance with the current regulations.
With reference to the execution of the Plan Let’s Share for 2014, analogous information to
the market, as required by the regulations, is made available.
4.4 THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED
4.4.1 Description of the compensation plan.
The Plan Let’s Share for 2014 provides for offering to Group employees the possibility to
invest in UniCredit shares at favourable conditions, by granting a 25% discount on shares
purchased on the market within the Plan. The discount is granted in the form of free shares
30
(“Free Shares”) whose ownership by Participants will be will be conditioned to the
employment status of the employee with a UniCredit Group company until the expiry of a 1year restriction period, with the exception of termination for reasons specifically provided
for by the Rules of the Plan Let’s Share for 2014.
4.4.2 Indication of the time period for the implementation of the plan also indicating
different cycles, if any, of its implementation.
The phases to implement the Plan Let’s Share for 2014are:
a) Election Period: there are two main election windows:
a. 1st election window: from 27th November 2013 to 15th January 2014.
b. 2nd election window: from 27th May 2014 to 15th July 2014.
During the election windows, employees participating to the Plan Let’s Share for 2014
(“Participants”), will choose the overall amount that they want to invest, up to a maximum
contribution of € 6,000 per annum. The minimum annual contribution amount is defined
considering the peculiarities of each participating country.
b) Enrolment Period: from January 2014 to December 2014 the Participants have the
opportunity to buy shares by means of monthly debits on their current account
(“monthly” modality) or by payments in one or two instalments made in the months of
January or July (“one-off” modality). In case during the Holding Period a Participant
leaves the Plan Let’s Share for 2014, he/she will lose the Free Shares allocated to
him/her in accordance with the below point c);
c) “Free Shares”: at the beginning of the Enrolment Period (January or July 2014),
the Participant will receive an immediate discount equal to 25% on the purchase price
in the form of Free Shares;
The Free Shares will be subject to lock-up during 1 year and the Participant will lose the
entitlement to the Free Shares if, during the 1-year Holding Period, he/she will no longer be
an employee of a UniCredit Group Company, unless the employment has been terminated
for one of the specific reasons stated in the Rules of the Plan Let’s Share for 2014. In some
countries, for fiscal reasons, it will not be possible to grant the Free Shares at the beginning
of the Enrolment Period: in that case an alternative structure is offered that provides (at
the beginning of the Enrolment Period) to the Participants of those countries the right to
receive the Free Shares at the end of the Holding Period (“Alternative” Structure);
d) Holding Period: during the 1-year Holding Period (from January/July 2014 to
January/July 2015), the Participants can sell the purchased shares at any moment, but by
doing so they will lose the Free Shares in respect of the number of shares sold.
4.4.3 The termination date of the plan
The Plan Let’s Share for 2014 will lapse at July 2015.
4.4.4 The overall maximum number of financial instruments, also in the form of options,
assigned over any fiscal years with respect to the beneficiaries namely identified or
identified by categories, as the case may be
31
At this stage it is not possible to determine the exact overall number of UniCredit ordinary
shares purchased or assigned with reference to the Plan Let’s Share for 2014, since their
exact determination is conditioned to the Participants contribution rates and UniCredit
ordinary share price at the purchasing date.
4.4.5 The procedures and clauses for the implementation of the plan, specifying
whether the assignment of the financial instruments is subject to the satisfaction of
certain specific conditions and, in particular, to the achievement of specific results,
including performance targets; a description of the aforesaid conditions and results
The Plan Let’s Share for 2014 features & implementation clauses are described in the
sections 4.3.4 and 4.4.2 above. The execution of the Plan Let’s Share for 2014 is not
conditioned to the achievement of any result/performance.
4.4.6 Indication of the restrictions on the availability of the financial instruments
allocated under the plan or of the financial instruments relating to the exercise of the
options, with particular reference to the time limits within which the subsequent
transfer of the stocks to the issuer or third parties is permitted or prohibited
All the free shares acquired trough the Plan Let’s Share for 2014 (“Free Shares”) are locked
up for one year, during which the dividends will be accrued in favour of the Participants: in
particular any dividends and other distributions arising from the “Free Shares” will be
locked during the Holding Period and will be released (in cash and/or in kind) only at the
end of this period.
The participant will lose the ownership of the “Free Share” if, during the 1-year restriction
period, he/she will no longer be an employee of a UniCredit Group Company, unless the
employment has been terminated for one of the specific reasons stated by the Rules of the
Plan Let’s Share for 2014.
4.4.7 Description of any condition subsequent to the plan in connection with the
execution, by the beneficiaries, of hedging transactions aimed at preventing the effects
of potential limits to the transfer of the financial instruments assigned there under, also
in the form of options, as well as to the transfer of the financial instruments relating to
the exercise of the aforesaid options
The Plan Let’s Share for 2014 does not provide for conditions subsequent of the type
described above.
4.4.8 Description of the consequences deriving from the termination of the employment
or working relationship
Leaving employment before the start of the Enrolment Period: if a Participant leaves
employment with any company of UniCredit Group before the start of the Enrolment Period,
he will not be entitled to participate in the Plan Let’s Share for 2014.
Leaving employment during the Enrolment Period: If a Participant leaves employment during
the Enrolment Period, the Investment Shares already acquired shall not be affected but no
more Investment Shares will be bought for him and the Free Shares allocated to him under
the Plan will lapse. The above mentioned provision will not apply in the event of one of the
32
exceptions below. In these circumstances no more Investment Shares will be bought for him
but his right in relation to Investment Shares already acquired shall not be affected. In
particular, the entitlement to receive all the Free Shares and to dispose of them as soon as
practicable could be maintained upon the explicit agreement with the Company and subject
to the Rules of the Plan.
Leaving employment after the Enrolment Period but before the Vesting Date: if a Participant
leaves employment with any company of UniCredit Group after the end of the Enrolment
Period but before the Vesting Date, his Free Shares will lapse but his rights in respect of
Investment Shares shall not be affected. The above mentioned provision will not apply in
the event of one of the exceptions set out below. In these circumstances, his rights in
relation to the Investment Shares acquired and the Free Shares shall not be affected. In
particular, the entitlement to receive all the Free Shares and to dispose of them as soon as
practicable could be maintained upon the explicit agreement with the Company and subject
to the Rules of the Plan Let’s Share for 2014.
The above mentioned provision will not apply if the Participant dies or leaves employment
for any of the following reasons provided by the Rules of the Plan Let’s Share for 2014:
a. redundancy, ill-health, injury or disability, as established to the satisfaction of
the Company or the Participant’s employing company;
b. the Participant’s employing company ceasing to be a Subsidiary;
c. a transfer (total or partial) of the undertaking in which the Participant works to a
legal entity which is not a company of UniCredit Group;
d. retirement with the agreement of the Participant’s employing company;
e. re-employment of the Participant in another country with a Member of UniCredit
Group that is not participating in the Plan Let’s Share for 2014;
f. any other reason agreed upon by the Company in the context of a mutual
agreement on termination of the Participant’s employment relationship.
The Company must exercise any discretion provided for in this Rule within 90 calendar days
after the termination date and the Free Shares will be deemed to have lapsed or not (as
appropriate) on the termination date.
4.4.9 The indication of any other provisions which may trigger the cancellation of the
plan
The Plan Let’s Share for 2014 does not provide for any provision which may trigger its
cancellation.
4.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of
the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the
plan; the beneficiaries of such redemption, indicating whether the same is limited only
to certain categories of employees; the consequences of the termination of the
employment relationship with respect to such redemption rights
The Plan Let’s Share for 2014 does not provide for the redemption by UniCredit or by
another Group company.
33
4.4.11 The loans or other special terms that may be granted for the purchase of stocks
pursuant to sect. 2358, paragraph 3, of the Italian Civil Code
The Plan Let’s Share for 2014 does not provide for a loan or other special terms for the
purchase of the shares.
4.4.12 The evaluation of the economic burden for UniCredit at date of the assignment
of the plan, as determined on the basis of the terms and conditions already defined,
with respect to the aggregate overall amount as well as with respect to each financial
instrument contemplated by the plan
At this stage, it is not possible to evaluate the exact economic burden for UniCredit deriving
from the adoption of the Plan Let’s Share for 2014, as the calculation of this burden is
affected by the overall participation & contribution rates of UniCredit Group employees.
The estimated IFRS2 cost for the offer of the free shares received by participants is about €
4 million, under the hypothesis of an expected participation rate of Group employees equal
to 4%, with an employees’ average contribution at €2,500. That cost would increase in case
of a higher participation rate and it does not include the management and administration
costs of the Plan expected to be around € 0.2 million.
4.4.13 The indication of any dilution on the corporate capital of the issuer resulting
from the compensation plan, if any.
Considering the use of shares to be purchased on the market, the adoption of the Plan Let’s
Share for 2014 will not have any diluting impact on UniCredit share capital.
4.4.14 Any limitation to the voting and to the economic rights
The Plan Let’s Share for 2014 does not provide for any limitation to the voting or economic
rights for the “Investment Shares”. The economic rights are suspended for the “Free
Shares”, because the participants will receive the dividends of those shares only at the end
of the 1-year restriction period if, during this period, he/she will remain an employee of a
UniCredit Group Company, unless the employment has been terminated for one of the
specific reasons stated by the Plan Let’s Share for 2014.
4.4.15 In the event the stocks are not negotiated on a regulated market, any and all
information necessary for a complete evaluation of the value attributable to them
The Plan Let’s Share for 2014 provides only for the use of shares negotiated on regulated
markets.
5. EXECUTION OF THE “GROUP COMPENSATION SYSTEMS”
5.1 BENEFICIARIES OF THE PLAN
The UniCredit Board of Directors has resolved on March 11, 2014 to execute the 2013 Group
Incentive System, on April 11, 2013 to execute the 2012 Group Incentive System, on
March 27, 2012 to execute the 2011 Group Executive Incentive System and the Share Plan
for Group Key Resources and on March 22, 2011 to execute the 2011-2013 UniCredit
34
Group Long Term Incentive Plan, approved by the Ordinary Shareholders Meeting on May
11, 2013, on May 11, 2012, on April 29, 2011 and on April 22, 2010, for the following
beneficiaries identified under the relevant plans:
- the “2013 Group Incentive System” that provides for the grant of an incentive – in cash
and free ordinary shares – to be allocated to Group Executives and other selected roles in a
multi-year period (2014-2018) subject to the achievement of specific performance
objectives;
- the “2012 Group Incentive System” that provides for the grant of an incentive – in cash
and free ordinary shares – to be allocated to Group Executives and other selected roles in a
multi-year period (2013-2017) subject to the achievement of specific performance
objectives. This Plan provides, inter alia, the allocation of the first tranche of the shares
promised in 2012, following the verification of the achievement of the Zero Factor provided
by the system for the deferral payments to selected resources belonging to the Corporate &
Investment Banking Division, also with reference to the 2011 performance (Sustainable
Performance Plan 2011).
- the 2011 Group Executive Incentive System (“Group Executive Plan”), that provides for
the allocation of an incentive – in cash or free ordinary shares –to Group Executives and
other selected roles in a 4-year period, subject to the achievement of specific performance
objectives. This Plan provides the allocation of the first tranche of the shares promised in
2012 to the Executives of the Group, following the verification of the achievement of the
Zero Factor provided by the system for the deferral payments and , inter alia, the allocation
of the second tranche of the shares promised in 2011, following the verification of the
achievement of the Zero Factor provided by the system for the deferral payments to
selected resources belonging to the Corporate & Investment Banking Division, also with
reference to the 2010 performance (Sustainable Performance Plan 2010).
- the Share Plan for Group Key Resources (“Share Plan”), that provides for the allocation
of free ordinary shares in a 3-year period to talents and other mission critical players for the
achievement of company results.
- the 2011-2013 UniCredit Group Long Term Incentive Plan, that provides for the
allocation of performance stock options and to the promise to grant performance shares to
selected group of Executives, Talents and Group Mission Critical Players of the Group
subject to the achievement of specific performance objectives; it is specified that in line
with the requirements provided by national and international regulators, employees
belonging to Legal & Compliance and Audit functions have been excluded from the 20112013 Plan, since their compensation can not be linked to financial performance conditions.
A specific LTI cash alternative will be granted, linked to their 3-year performance screen
achievements & Group Gate results.
5.1.1 Indication of the name of beneficiaries who are members of the board of Directors
of UniCredit and of the companies directly or indirectly controlled by UniCredit
Mr. Federico Ghizzoni – CEO of UniCredit - is among the beneficiaries of the 2013 Group
Incentive System, of the 2012 Group Incentive System, of the 2011 Group Executive
Incentive System and of the Share Plan.
It is worth mentioning that certain potential beneficiaries of the above plans, in addition to
the exercise of their managing powers connected to their offices, held offices in
35
Management Bodies of companies, directly or indirectly, controlled by UniCredit. In light of
the fact that such individuals are amongst the beneficiaries of the plans in their capacity as
employees of UniCredit Group, no information as to their names is provided hereto and
reference shall be made to the information provided below.
5.1.2 The categories of employees or collaborators of UniCredit and companies
controlling or controlled by this issuer.
The employees of UniCredit and of its parent companies or subsidiaries that benefit from
the Group Compensation Systems (in addition to the Chief Executive Officer of UniCredit)
are:
for the 2013 Group Incentive System :
-
General Manager (GM), Deputy General Managers (DGM), Senior Executive Vice
Presidents , Executive Vice Presidents (EVP) and other risk takers1;
-
Senior Vice Presidents and other selected roles impacting market, credit, liquidity
risks with incentive exceeding € 100,000
for the 2012 Group Incentive System :
-
General Manager (GM), Deputy General Managers (DGM), Senior Executive Vice
Presidents (SEVP), Executive Vice Presidents (EVP) and other risk takers2;
-
Senior Vice Presidents (SVP) and other selected roles impacting market, credit,
liquidity risks with incentive exceeding € 100,000;
for the Group Executive Plan:
-
General Manager (GM), Deputy General Managers (DGM), Senior Executive Vice
Presidents (SEVP), Executive Vice Presidents (EVP) and other ”identified staff”3;
-
Senior Vice Presidents (SVP) and other selected roles impacting market, credit,
liquidity risks with incentive exceeding € 100,000;
for the Share Plan:
-
selected employees of UniCredit and of the main bank and companies of the Group,
identified by the Board among the mission critical players for the achievement of
company results.
for the 2011-2013 Plan:
-
General Manager and Deputy General Manager; selected Senior Executive Vice
Presidents; selected Executive Vice Presidents;
-
selected Senior Vice President;
-
selected Talents and Mission Critical Players.
5.1.3 Individuals who benefit from the Plan belonging to the following groups:
1
Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than €
500,000
2
Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than €
500,000
3
Employees materially impacting market, credit, liquidity risk at Group level and with an incentive higher than €
500,000
36
a) General Managers of UniCredit
Among the potential beneficiaries of the Group Compensation Systems, along with the CEO,
already mentioned, there is the General Manager, Mr. Roberto Nicastro, who currently
carries out management activities of UniCredit or anyway has regular access to privileged
information and is authorized to take resolutions capable of influencing the development
and prospects of UniCredit in any case.
b) other executives with strategic responsibilities of the financial instrument issuer not
classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no.
17221 of 12 March 2010, if they have, during the course of the year, received total
compensation (obtained by adding the monetary compensation to the financial
instrument-based compensation) in excess of the highest total compensation assigned to
the members of the board of directors or management board, and to the general
managers of the financial instrument issuer;
None of UniCredit executives meets the description; therefore no information is provided in
connection thereto.
c) natural persons controlling UniCredit, who are employee or collaborator of UniCredit.
No individual controls UniCredit and, therefore, no information is provided in connection
thereto.
5.1.4 Description and numerical indication, broken down according to category :
a) Executives with strategic responsibilities other than those specified under lett. B) of
paragraph 5.1.3
Amongst the potential beneficiaries of the Group Compensation Systems, along with the
CEO, there are 7 executives of UniCredit who have regular access to privileged information
and are authorized to take resolutions capable of influencing the development and
prospects of UniCredit:
-
the General Manager, Mr. Roberto Nicastro (already mentioned);
the Deputy General Managers, Mr. Paolo Fiorentino and Mr. Jean-Pierre Mustier;
the Head of Planning, Finance & Administration, Mrs. Marina Natale;
the Group Chief Risk Officer, Mr. Alessandro Decio;
the Group Head of Human Resources, Mr. Paolo Cornetta;
the General Counsel & Group Compliance Officer, Mrs. Nadine Farida Faruque;
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f)
of Regulation no. 17221 of 12 March 2010, the indication for the aggregate of all
executives with strategic responsibilities of the financial instrument issuer;
This provision is not applicable and therefore no information is provided in connection
thereto.
c) other categories of employees or collaborators for which different characteristics are
envisaged for the plan (e.g. executives, middle management, employees etc.);
There are no classes of employees to which different characteristics of the relevant plans
apply.
37
5.2 THE REASONS FOR THE ADOPTION OF THE PLAN
5.2.1 The targets which the parties intend to reach through the adoption of the plan.
The 2013 Group Incentive System aims to attract, retain and motivate Group beneficiaries
and to align UniCredit incentive system to the most recent national and international
regulatory requirements and provides for:
- allocation of a variable incentive related to 2013 defined on the basis of individual
performance, as well as results at business level and, as relevant, at country and/or
Group level;
- definition of a balanced structure of upfront (following the moment of performance
evaluation) and deferred payments, in cash and in shares;
- distributions of share payments which take into account the applicable regulatory
requirements regarding the application of share retention periods. In particular, the
payment structure has been defined considering Bank of Italy provisions requiring a share
retention period of 2 years for upfront shares and of 1 year for deferred shares;
- application of an overall risk/sustainability factor, related to annual Group profitability,
solidity and liquidity results (“Group Gate”) as well as a Zero Factor related to future
Group profitability, solidity and liquidity results.
The 2012 Group Incentive System aims to attract, retain and motivate Group beneficiaries
and to align UniCredit incentive system to the most recent national and international
regulatory requirements and with the aim to define – in the interest of all stakeholders –
incentive systems in line with long term company strategies and goals, linked to Group
results, adjusted in order to consider all risks, in coherence with capital and liquidity levels
needed to cover the activities in place and, in any case, able to avoid misleading incentives
that could drive to regulatory breaches or to assume excessive risks for the bank and the
system in its whole.
The Group Executive Plan aims to attract, motivate and retain Group Executives and to
align UniCredit compensation systems with the latest national and international regulatory
requirements with the aim to define – in the interest of all stakeholders – incentive systems
in line with long term company strategies and goals, linked to Group results, adjusted in
order to consider all risks, in coherence with capital and liquidity levels needed to cover the
activities in place and, in any case, able to avoid misleading incentives that could drive to
regulatory breaches or to assume excessive risks for the bank and the system in its whole.
The Share Plan aims to attract and / or retain selected resources and to align beneficiaries
and shareholder interests, rewarding long term value creation and share price appreciation.
The 2011-2013 Plan aims to reward long term value creation and motivate and retain key
Group resources.
5.2.2 Principal factors of variation and performance indexes taken into account for the
assignment of plans based on financial instruments.
The 2013 Group Incentive System establishes that the achievement of goals defined for
2013 shall be verified in 2014 using a multi-perspective balanced approach to evaluate the
achieved level of performance on operational & sustainability objectives set within an
individual evaluation card (“Performance Screen”) and also on other additional goals, as
38
relevant. According to goal achievements, incentive payouts so defined will be made in
installments – in cash and/or UniCredit ordinary shares – with the following modalities:
- in 2014 the first installment of the overall incentive, will be payable in cash (1st
installment), subject to the application of the 2013 Group Gate ;
- over the period 2015-2018 the remainder of the overall incentive will be payable in
installments in cash and/or UniCredit shares, subject to the application of the Zero Factor
in each year.
The 2012 Group Incentive System provides, inter alia, the allocation of the first instalment
of the shares promised in 2012, following the verification of the achievement of the Zero
Factor provided by the system for the deferral payments to selected resources belonging to
the Corporate & Investment Banking Division, with reference to the 2011 performance
(Sustainable Performance Plan 2011).
The Group Executive Plan provides the allocation of the first tranche of the shares
promised in 2012 to the Executives of the Group, following the verification of the
achievement of the Zero Factor provided by the system for the deferral payments. It also
provides the allocation of the second instalment of the shares promised in 2011, following
the verification of the achievement of the Zero Factor provided by the system for the
deferral payments to selected resources belonging to the Corporate & Investment Banking
Division, also with reference to the 2010 performance (Sustainable Performance Plan 2010);
The Share Plan provides for UniCredit free ordinary share allocations in 3 equal installments
over a 3 year period; each allocation shall be subject to continuous employment at time of
actual grant and application of the Zero Factor – as defined annually by the Board of
Directors – related to annual Group profitability, solidity and liquidity results and the
absence of any individual values / compliance breach and continuous employment.
The 2011-2013 Plan provides for the allocation of performance stock options and to the
promise to grant performance shares to selected group of Executives, Talents and Group
Mission Critical Players of the Group subject to the achievement of specific performance
objectives; it is specified that in line with the requirements provided by national and
international regulators, employees belonging to Legal & Compliance and Audit functions
have been excluded from the 2011-2013 Plan, since their compensation can not be linked to
financial performance conditions. A specific LTI cash alternative will be granted, linked to
their 3-year performance screen achievements & Group Gate results.
5.2.3 The factors assumed as basis for the determination of the compensation based
upon financial instruments, or the criteria for the determination of the aforesaid
compensation.
The following are the general criteria that the Board of Directors has followed, in the
resolutions that after the Annual Shareholders’ Meeting approval has executed the Plan, to
39
define the actual number of beneficiaries and the number of free shares or performance
stock options to be granted.
The 2013 Group Incentive System provides that in 2014 the Board of Directors – once
verified the objectives for 2013 – defines the percentages of the payments in cash and
shares for the beneficiaries categories.
The 2012 Group Incentive System provides that in 2013 the Board of Directors – once
verified the objectives for 2012 – defines the percentages of the payments in cash and
shares for the beneficiaries categories.
The Group Executive Plan, provides that in 2012 the Board of Directors – once verified the
achievement of the objectives defined for 2011 and 2010 referring to “Sustainable
Performance Plan” – defines the percentage of cash and shares payments according to the
category of the beneficiaries.
The Share Plan provides that the beneficiaries and the number of shares to be granted at
individual level will be defined by the Board of Directors according to:

Relevance for the Group & the need of retention;

the level of performance / potential - delivery ability, performance and results
achieved;

adherence to corporate values and compliance - knowledge and ability to translate
corporate values into behaviors and individual adherence to compliance rules, conduct
and behavior.
The 2011-2013 Plan provides the allocation of performance stock options and the promise
to grant performance shares to selected group of Executives, Talents and Group Mission
Critical Players of the Group subsequently to the achievement of performance conditions
set by the Board of Directors
5.2.4 The reasons justifying the decision to assign compensation plans based on
financial instruments not issued by UniCredit, such as financial instruments issued by its
subsidiaries, its parent companies or third parties; in the event the aforesaid financial
instruments are not negotiated on regulated markets, the issuer shall provide
information as to the criteria adopted for the calculation of the value attributable to
such financial instruments.
The Group Compensation Systems do not contemplate the allocation of similar financial
instruments.
5.2.5 The evaluations, with respect to the relevant tax and accounting implications,
taken into account in the definition of the plans.
The Group Compensation Systems have not been influenced by significant tax or accounting
considerations.
Furthermore, the tax regime and social security contribution applied to the free shares
allocated, will be compliant with the current regulations in the country where the
beneficiary is fiscally resident.
40
5.2.6 The indication as to whether the plan enjoys any support from the special fund for
encouraging worker participation in the companies, as provided for under Article 4,
paragraph 112, of Law December, 24 2003 n. 350.
The Group Compensation Systems are not currently supported by the special fund for
encouraging worker participation in the companies, as provided for under sect. 4, paragraph
112, of Law December, 24 2003 n. 350.
5.3 PROCEDURE FOR THE ADOPTION OF THE PLAN AND TIMEFRAME FOR THE
ASSIGNMENT OF THE FINANCIAL INSTRUMENTS
5.3.1 Powers delegated to the board of directors by the shareholders’ meeting for the
implementation of the plan.
As already mentioned in the Information Memorandum published at the occasion of the
General Shareholders’ Meeting of May 11, 2013 for the 2013 Group Incentive system, of
May 11, 2012 for the 2012 Group Incentive system, of the Shareholders’ Meeting of April
29, 2011 for the Executive Incentive plan and the Share Plan and of April 22, 2010 for
2011-2013 Plan the most efficient instrument identified to execute the Compensation
Systems is to delegate the Board of Directors, pursuant to sect. 2443 of the Civil Code, of
the power to resolve on one or more occasions to increase share capital in accordance with
the following provisions:
with reference to the 2013 Group Incentive System, the BoD could resolve, within a
maximum period of five years, in one or more instances, a free share capital under art.
2349 of the Civil Code, of maximum nr. 42,200,000 UniCredit ordinary shares;
with reference to the 2012 Group Incentive System, the BoD could resolve, within a
maximum period of five years, in one or more instances, a free share capital under art.
2349 of the Civil Code, of maximum nr. 59,700,000 UniCredit ordinary shares;
with reference to the Group Executive Plan and the Share Plan, the BoD could resolve,
within a maximum period of five years, in one or more instances, a free share capital under
art. 2349 of the Civil Code, of maximum €103,000,000 corresponding to nr. 206,000,000
ordinary shares (this number has been modified to nr. 31,277,019 ordinary shares due to the
grouping operation made on December, 27 2011 and the AIAF factor application related to
the operations on share capital made by UniCredit).
with reference to 2011-2013 Plan the BoD could resolve within a 1-year period, in one or
more instances, an increase in share capital under sect. 2441 of the Italian Civil Code for
the subscription of a maximum number of 128,000,000 ordinary shares at the service of the
exercise of performance stock options; within a 5-year period, in one or more instances, a
free increase in share capital under sect. 2349 of the Italian Civil Code of a maximum
number of 59,000,000 ordinary shares to the service of the promise to grant performance
shares (the amounts would have been redefined in case of performance conditions
achievement, due to the grouping operation made on December 27, 2011 and the AIAF
factor application related to the operations on share capital made by UniCredit).
5.3.2 Indication of the individuals in charge of the management of the plan, their
powers authority.
41
The Organizational Unit “Compensation” of the Holding is in charge for the management of
the incentive plans, including the Group Compensation Systems, as well as of the definition
of the Group’s compensation policy.
5.3.3 Procedures for the amendment of the plans, if any, also in connection with
potential variation of the original targets.
No specific procedures for the amendment of the Group Compensation Systems are provided
for.
5.3.4 Description of the modalities for the determination of the availability and
assignment of the financial instruments contemplated by the plan.
In order to execute the plans in accordance with the delegation provided by the
Shareholders’ Meeting on May 11, 2013, on May 11, 2012, on April 29, 2011 and on April 22,
2010 the Board of Directors could resolve to approve:
-
for 2013 Group Incentive system, within a maximum period of five years, in one or
more instances, the allocation of maximum nr. 42,200,000 free UniCredit ordinary
shares, set by the Board of Directors;
-
for the 2012 Group Incentive system, within a maximum period of five years, in one or
more instances, the allocation of maximum nr. 59,700,000 free UniCredit ordinary
shares, set by the Board of Directors;
-
for the Group Executive Plan and the Share Plan, within a maximum period of five
years, in one or more instances, the allocation of a maximum number of 31,277,019 free
ordinary shares, set by the Board of Directors.
-
for the 2011-2013 Plan, within a 1-year period, in one or more instances, an increase in
share capital under sect. 2441 of the Italian Civil Code for the subscription of a
maximum number of 128,000,000 ordinary shares at the service of the exercise of
performance stock options; within a 5-year period, in one or more instances, a free
increase in share capital under sect. 2349 of the Italian Civil Code of a maximum
number of 59,000,000 ordinary shares to the service of the promise to grant
performance shares (the amounts would have been redefined in case of performance
conditions achievement, due to the grouping operation made on December 27, 2011 and
the AIAF factor application related to the operations on share capital made by
UniCredit).
5.3.5 The influence exercised by each director in the determination of the
characteristics of the plans; the potential conflict of interest which may trigger the
obligation for the relevant director to abstain from exercising his vote in the relevant
resolution.
In the determination of the essential characteristics of the Group Compensation Systems
and of the relevant criteria for the identification of the instruments under the Plan, the
Board of Directors followed the guidelines and criteria elaborated by the Remuneration
Committee of UniCredit.
Since the CEO of UniCredit is among the potential beneficiaries of the plans, the latter has
abstained from participating in the definition of the plans.
42
5.3.6 The date on which the board of directors resolved upon the assignment of the
financial instruments contemplated by the plan
In order to execute the 2013 Group Incentive system, in accordance with the delegation
received by the Shareholders’ Meeting, as described in point 5.3.1, the Board of Directors
on March 11, 2014 has resolved the promise to grant ca. 10 millions UniCredit ordinary
shares to the Group Executives upon verification of the achievement of the performance
conditions defined for the participants as described in the following section 5.4.5.
In order to execute the 2012 Group Incentive system, in accordance with the delegation
received by the Shareholders’ Meeting, as described in point 5.3.1, the Board of Directors
on March 11, 2014 has resolved the allocation of nr. 1,563,096 free UniCredit ordinary
shares to nr. 243 beneficiaries belonging to the Corporate & Investment Banking Division
with reference to the 2011 performance.
In order to execute the Group Executive Plan, in accordance with the delegation received
by the Shareholders’ Meeting, as described in point 5.3.1, the Board of Directors on March
11, 2014 has resolved the allocation of nr. 4,857,530 free UniCredit ordinary shares to 464
Group Executives with reference to the 2011 performance and the allocation of nr. 891,310
free ordinary shares to nr. 55 beneficiaries belonging to the Corporate & Investment
Banking Division with reference to the 2010 performance.
In order to execute the Share Plan in accordance with the delegation received by the
Shareholders’ Meeting, as described in point 5.3.1, the Board of Directors on March 11, 2014
has approved the allocation of nr. 1,186,404 free ordinary shares to nr. 858 beneficiaries
(included nr. 84,024 shares related to the allocation of the third instalment of the Plan
assigned to CEO in 2011).
Regarding the 2011-2013 Plan, the Board of March 11, 2014 resoved that performance
stock options and the promised performance shares will not be assigned because the
performance conditions set were not achieved.
5.3.7 The date on which the remuneration committee resolved upon the Plan of
UniCredit.
The Remuneration Committee, on March 6, 2014 and on March 11, 2014 positively resolved
upon the conditions to be applied at the execution of the Group Compensation Systems.
5.3.8 The market price of UniCredit ordinary shares, on the dates mentioned in points
5.3.6 and 5.3.7.
The market price of UniCredit ordinary shares, registered on the date of Board of Directors
approval of the 2013 Group Compensation Systems execution (March 11, 2014) and on the
date of the positive opinion by the Remuneration Committee of UniCredit (March 6, 2014
and March 11, 2014), resulted equal to €5.94 at March 6, 2014 and €6.415 at March 11, 2014.
5.3.9 In which terms and modalities UniCredit takes into account, in the determination
of the timeframe for the assignment of the plans, of the possible time-coincidence
between:
i) such assignment or the decision, if any, adopted thereon by the Remuneration
Committee, and
43
ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1
of Legislative Decree 58/98; for instance, in cases in which such information is:
a. not already public and capable to positively affect the market quotation, or
b. already published and capable to negatively affect the market quotation.
In relation to the foregoing it is clarified that the resolution of the General Shareholders’
Meeting has been communicated to the market in compliance with the current regulations.
It is also clarified that analogous information to the market is made available upon the
resolution adopted by the UniCredit Board of Directors in execution of the Group
Compensation Systems.
It is worthwhile clarifying that, although all the resolutions adopted by the Board of
Directors are subject to the prior positive opinion of the Remuneration Committee of
UniCredit, the information to the market is given only after the relevant resolution of the
Board of Directors.
5.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED
5.4.1 Description of the compensation plan.
The 2013 Group Incentive System provides that in 2014 the Board of Directors – once
verified the achievement of the goals defined for 2013 - will define the percentage of the
payments in cash and shares in relation to the beneficiaries categories as described in the
following table:
2014
2015
2016
(1st installment) (2nd installment) (3rd installment)
2017
2018
(4th installment)
(5th installment)
Cash
Cash
Shares
Shares
Cash
Shares
CEO, GM, DGM,
SEVP, EVP and other
“identified staff”
20%
20%
20%
20%
10%
10%
SVP
40%
20%
20%
20%
-
-
Regarding beneficiaries categories defined as other “identified staff” and “other selected
roles”, it is highlighted that:
- the other “identified staff” and the other selected roles have been identified on the basis
of an ex-ante definition of potential “risk-taker” including a functional mapping of job
families under Markets & Investment Banking area, impacting credit, market and liquidity
risks.
- the payment modalities provided for by the 2013 System shall be consistently applied to
bonuses defined for beneficiaries in such categories. In particular full application of system
elements will be applied to the other “identified staff” with bonuses above €500,000, while
deferral in cash and/or shares will apply proportionally to “other selected roles”;
44
The 2012 Group Incentive System provides for the grant of an incentive – in cash and free
ordinary shares – to be allocated to Group Executives and other selected roles in a multiyear period (2013-2017) subject to the achievement of specific performance objectives.
The Group Executive Plan provides for the allocation of an incentive – in cash or free
ordinary shares – to Group Executives and other selected roles in a 4-year period, subject to
the achievement of specific performance objectives;
The Share Plan provides for the allocation to selected Group beneficiaries free UniCredit
ordinary shares, in 3 equal installments over a 3 year period, subject every year to the
application of the Zero Factor - as defined annually by the Board.
The 2011-2013 Plan provides the allocation of performance stock options and to the
promise to grant performance shares to selected group of Executives, Talents and Group
Mission Critical Players of the Group subsequently to the achievement of performance
conditions set by the Board of Directors
5.4.2 Indication of the time period for the implementation of the plan also indicating
different cycles, if any, of its implementation.
The free shares related to the 2013 Group Incentive System will be allocated in multiple
installments (in the period 2016-2018) subject to the Board assessment in 2014 of the goals
achievement set for 2013.
The free shares related to the 2012 Group Incentive System will be allocated in multiple
installments (in the period 2015-2017) subject to the Board assessment of the goals
achievement set.
The free shares related to the Group Executive Plan will be allocated in more installments
(over 4 years) following the Board assessment of the goals achievement.
The free shares related to the Share Plan are allocated by UniCredit in 3 equal installments
over a 3 year period, subject every year to the application of the Zero Factor - as defined
annually by the Board.
The performance stock options and performance share related to the 2011-2013 Plan will
actually be in the availability of beneficiaries, following the evaluation of the Board of
Directors on reaching the performance indicators of the Plan calculated over the reference
period 2012-2015: Relative Total Shareholder Return (rTSR) e Economic Profit di Gruppo
(EP).
5.4.3 The termination date of the plan
The 2013 Group Incentive System will lapse by May 2018.
The 2012 Group Incentive System will lapse by May 2017.
The Group Executive Plan and the Share Plan will lapse by May 2016.
The 2011-2013 Plan will lapse by 2020.
45
5.4.4 The overall maximum number of financial instruments, also in the form of options,
assigned over any fiscal years with respect to the beneficiaries namely identified or
identified by categories, as the case may be
The maximum number of free shares that the Board of Directors is authorized to allocate
for the 2013 Group Incentive System within the power of the delegation received by
UniCredit Shareholders’ Meeting is equal to 42,200,000.
The maximum number of free shares that the Board of Directors is authorized to allocate
for the 2012 Group Incentive System within the power of the delegation received by
UniCredit Shareholders’ Meeting is equal to 59,700,000.
The maximum number of free shares that the Board of Directors is authorized to allocate
for the Group Executive Plan and the Share Plan within the power of the delegation
received by UniCredit Shareholders’ Meeting is equal to 206,000,000 (this number has been
modified to nr. 31,277,019 ordinary shares due to the grouping operation made on
December 27, 2011 and the AIAF factor application related to the operations on share
capital made by UniCredit).
The maximum number of free shares that the Board of Directors is authorized to allocate
with reference to 2011-2013 Plan, within a 1-year period, in one or more instances, is a
maximum number of 128,000,000 ordinary shares at the service of the exercise of
performance stock options; within a 5-year period, in one or more instances, is a maximum
number of 59,000,000 ordinary shares to the service of the promise to grant performance
shares (the amounts would have been redefined in case of performance conditions
achievement, due to the grouping operation made on December, 27 2011 and the AIAF
factor application related to the operations on share capital made by UniCredit).
At this stage it is not possible to indicate the maximum number of free shares allocated in
each fiscal year during the life of the Group Compensation Systems, since the actual
definition will be done by the Board of Directors on the basis of the criteria approved by the
Shareholders’ Meeting.
5.4.5 The procedures and clauses for the implementation of the plan, specifying
whether the assignment of the financial instruments is subject to the satisfaction of
certain specific conditions and, in particular, to the achievement of specific results,
including performance targets; a description of the aforesaid conditions and results
Considering the criteria described in the point 5.2.2, the allocation and the exercise of the
free shares is subject to the achievement of the performance targets set by the Board of
Directors. The assessment of the goals achievement should be done by the Board of
Directors at the end of the performance period described in point 5.4.2.
5.4.6 Indication of the restrictions on the availability of the financial instruments
allocated under the plan or of the financial instruments relating to the exercise of the
options, with particular reference to the time limits within which the subsequent
transfer of the stocks to the issuer or third parties is permitted or prohibited
The Group Compensation Systems provide that the free shares that will be allocated are
free from restrictions and, hence, freely transferable as from the date of their issue and
carrying the same rights as the ones already in circulation.
46
5.4.7 Description of any condition subsequent to the plan in connection with the
execution, by the beneficiaries, of hedging transactions aimed at preventing the effects
of potential limits to the transfer of the financial instruments assigned there under, also
in the form of options, as well as to the transfer of the financial instruments relating to
the exercise of the aforesaid options
In accordance with national and international regulatory guidelines and the 2014 Group
Compensation Policy, beneficiaries are required to undertake not to use personal hedging
strategies or remuneration and liability-related insurance to undermine the risk alignment
effects embedded in their remuneration arrangements. Involvement in any form of hedging
transaction shall be considered in breach of Group compliance policies and therefore the
rights to receive shares shall automatically expire.
5.4.8 Description of the consequences deriving from the termination of the employment
or working relationship
With the exception of the “good leavers” cases as provided by the Rules, in case of exit of
the beneficiary from the Group or in the event that the beneficiary is subject to disciplinary
actions by the employer for irregular activities with reference to processes and rules related
to i) risk underwriting ii) sales processes of banking and financial services iii) internal code
of conduct, the beneficiary will lose the right to receive the free shares; the above unless
the Board of Directors, with reference to each single case, decides otherwise.
5.4.9 The indication of any other provisions which may trigger the cancellation of the
plan
The Group Compensation Systems do not provide for any provision which may trigger its
cancellation.
5.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of
the Italian Civil Code, by UniCredit, of the financial instruments contemplated by the
plan; the beneficiaries of such redemption, indicating whether the same is limited only
to certain categories of employees; the consequences of the termination of the
employment relationship with respect to such redemption rights
The Group Compensation Systems do not provide for the redemption by UniCredit or by
another Group company with reference to the free shares .
5.4.11 The loans or other special terms that may be granted for the purchase of stocks
pursuant to sect. 2358, paragraph 3, of the Italian Civil Code
The Group Compensation Systems do not provide for a loan or other special terms for the
purchase of the shares.
5.4.12 The evaluation of the economic burden for UniCredit at date of the assignment
of the plan, as determined on the basis of the terms and conditions already defined,
with respect to the aggregate overall amount as well as with respect to each financial
instrument contemplated by the plan
47
The estimation of the overall cost expected by UniCredit in relation to the Group
Compensation Systems at the date of promise to grant the free shares, has been made on
the basis of the IAS principles, considering the accounting assumptions on the foreseeable
beneficiaries exits before the allocation of the free shares and on the probability to achieve
the performance targets related to the allocation of the free shares .
On the basis of these estimations, the overall expected cost for UniCredit at the date of
promise to grant the target number of free shares is equal to € 599,7 mln to be split in 5
years:
-
euro 218 mln for the 2013 Group Incentive System
-
euro 222,3 mln for the 2012 Group Incentive System
-
euro 141.8 mln for the Group Executive Plan;
-
euro 17.6 mln for the Share Plan.
5.4.13 The indication of any dilution on the corporate capital of the issuer resulting
from the compensation plan, if any.
The maximum dilution impact of the Group Compensation Systems is amounting to
approximately 1%.
5.4.14 Any limitation to the voting and to the economic rights
At this stage, the 2013 Group Incentive System and the 2012 Group Incentive System do
not provide for any limitation to the voting or economic rights for the shares allocated.
With reference to the Group Executive Plan, in accordance with applicable regulatory
requirements, any shares to be allocated in the Fourth Bonus installment will be subject to
1 year retention period at the date of the allocation.
At this stage, the Share Plan does not provide for any limitation to the voting or economic
rights for the shares allocated.
5.4.15 In the event the stocks are not negotiated on a regulated market, any and all
information necessary for a complete evaluation of the value attributable to them
The Group Compensation Systems provide only for the use of shares negotiated on regulated
markets.
5.4.16 The number of financial instruments belonging to each option
The Group Compensation System does not provide for options.
5.4.17 The termination date of the options
The Group Compensation System does not provide for options.
5.4.18 The modalities, time limits and clauses for the exercise of the options
The Group Compensation System does not provide for options.
5.4.19 The strike price of the options or the criteria and modalities for its
determination, with respect in particular to:
48
a) the formula for the calculation of the exercise price in connection with the fair
market value; and to
b) the modalities for the calculation of the market price assumed as basis for the
calculation of the exercise price
The Group Compensation System does not provide for options.
5.4.20 In case the strike price is different from the fair market value as determined
pursuant to point 5.4.19.b, the indication of the reasons for such difference
The Group Compensation System does not provide for options.
5.4.21 The criteria justifying differences in the exercise prices between the relevant
beneficiaries or class of beneficiaries
The Group Compensation System does not provide for options.
5.4.22 In the event the financial instruments underlying granted options are not
negotiated on a regulated market, the indication of the value attributable to the same
or of the criteria for its determination
The Group Compensation System does not provide for options.
5.4.23 The criteria for the adjustments required in connection with any extraordinary
transaction involving the corporate capital of the issuer as well as in connection with
transaction triggering a variation in the number of the financial instruments underlying
granted options.
The Group Compensation Systems do not provide for adjustments applicable in connection
with extraordinary transactions involving UniCredit corporate capital (saving the provisions
that the Board of Directors may define in the resolution in which the Board will exercise the
delegation
received
from
the
General
Shareholders’
Meeting).
49
INCENTIVE PLANS BASED ON FINANCIAL INSTRUMENTS
Table no. 1 of scheme 7 of Annex 3A Regulation no. 11971/1999
Date: 11 April 2014
Box 1
Financial instruments other than Stock Options
(8)
Name or Category
(1)
Section 1
Instruments related to outstanding plans, approved by previous shareholders meetings' resolutions
Capacity
Date of
shareholders
meeting resolution
Type of financial
instruments
(12)
Number of
financial
instruments
(a)
Assignment date
(10)
Purchase price
of financial
instruments, if
any
Market price
at the
assignment
date
Vesting period
(14)
Federico Ghizzoni
CEO
29/04/11
x
84.024
29/04/11
0
11,433
01/01/2011
31/12/2013
Federico Ghizzoni
CEO
29/04/11
x
568.181
11/04/13
0
3,520
01/01/2014
31/12/2015
Roberto Nicastro
GM
22/04/10
x
75.631
0
11,641
22/03/2011
31/12/2013
3 Key Management
Personnel
22/04/10
x
142.232
0
11,641
22/03/2011
31/12/2013
Category of other
employees: Managers
22/04/10
x
3.559.554
0
11,641
22/03/2011
31/12/2013
1 Key Management
Personnel
29/04/11
x
74.188
0
4,010
27/03/2012
31/12/2014
Category of other
employees: Managers
29/04/11
x
15.761.226
0
4,010
27/03/2012
31/12/2014
Category of other
employees: Managers
29/04/11
x
2.247.526
0
4,010
27/03/2012
31/12/2014
Category of other
employees: Managers
11/05/12
x
18.307.348
0
3,520
11/04/2013
31/12/2016
10/03/2011 cpr
22/03/2011
bod/oc
10/03/2011 cpr
22/03/2011
bod/oc
10/03/2011 cpr
22/03/2011
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
11/04/2013 cpr
11/04/2013
cda/oc
(a) The number of Performance Shares corresponds to the number of not forfeited shares and it was adjusted because of capital operation resolved by UniCreedit General Meeting on
December, 15 2011.
Box 1
Financial instruments other than Stock Options
Name or Category
(1)
Section 2
Financial instruments to be assigned on the basis of the decision of:
- BoD, as to be proposed to shareholders meeting
- competent Body to implement shareholders meeting resolution
(9)
Capacity
Date of
shareholders
meeting resolution
Type of financial
instruments
(12)
Number of
financial
instruments
Assignment date
(10)
Purchase price
of financial
instruments, if
any
Market price
at the
assignment
date
Vesting period
(14)
Federico Ghizzoni
CEO
N.A.
X
N.A.
N.A.
N.A.
N.A.
N.A.
Roberto Nicastro
GM
N.A.
X
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
X
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
X
N.A.
N.A.
N.A.
N.A.
N.A.
Key Management
Personnel
Category of other
employees: Managers
Box 2
Stock Options
Section 1
Options relating to outstanding plans approved on the basis of previous shareholders meetings' resolutions
(8)
Name or Category
(1)
Capacity
Date of
shareholders
meeting resolution
Financial
instruments
underlying the
option held at
the end of
previous year
(11) (b)
Instrument description
(12)
51
Financial
instruments
underlying the
options exercised
(13) (b)
Assignment date
(10)
Exercise price
Market price of
underlying shares
at the assignment
date
( c)
Period of possible
exercise (from..to)
Federico Ghizzoni
CEO
04/05/04
W
26.882
-
Federico Ghizzoni
CEO
04/05/04
W
35.843
-
Federico Ghizzoni
CEO
12/05/06
W
32.349
-
Federico Ghizzoni
CEO
10/05/07
W
56.137
-
Federico Ghizzoni
CEO
08/05/08
W
141.270
-
Federico Ghizzoni
CEO
29/04/11
W
672.125
-
Roberto Nicastro
GM
04/05/04
W
161.297
-
Roberto Nicastro
GM
04/05/04
W
322.595
-
Roberto Nicastro
GM
12/05/06
W
242.556
-
Roberto Nicastro
GM
10/05/07
W
210.516
-
Roberto Nicastro
GM
08/05/08
W
451.235
-
Roberto Nicastro
GM
22/04/10
W
322.679
-
Roberto Nicastro
GM
29/04/11
W
611.022
-
5 Key Management
Personnel
04/05/04
W
161.474
-
5 Key Management
Personnel
04/05/04
W
320.622
-
5 Key Management
Personnel
12/05/06
W
267.807
-
52
29/06/2004 cpr
22/07/2004
bod/oc
10/11/2005 cpr
18/11/2005
bod/oc
07/06/2006 cpr
13/06/2006
bod/oc
07/06/2007 cpr
12/06/2007
bod/oc
17/06/2008 cpr
25/06/2008
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
29/06/2004 cpr
22/07/2004
bod/oc
10/11/2005 cpr
18/11/2005
bod/oc
07/06/2006 cpr
13/06/2006
bod/oc
07/06/2007 cpr
12/06/2007
bod/oc
17/06/2008 cpr
25/06/2008
bod/oc
10/03/2011 cpr
22/03/2011
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
29/06/2004 cpr
22/07/2004
bod/oc
10/11/2005 cpr
18/11/2005
bod/oc
07/06/2006 cpr
13/06/2006
bod/oc
22,419
3,945
03/09/2008
31/12/2017
26,878
5,266
18/11/2009
31/12/2018
33,205
5,626
13/06/2010
31/12/2019
39,583
37,127
15/07/2011
15/07/2017
23,351
22,893
09/07/2012
09/07/2018
4,010
4,1476
01/01/2016
31/12/2022
22,419
3,945
03/09/2008
31/12/2017
26,878
5,266
18/11/2009
31/12/2018
33,205
5,626
13/06/2010
31/12/2019
39,583
37,127
15/07/2011
15/07/2017
23,351
22,893
09/07/2012
09/07/2018
11,901
11,641
31/03/2014
31/12/2020
4,010
4,1476
01/01/2016
31/12/2022
22,419
3,945
03/09/2008
31/12/2017
26,878
5,266
18/11/2009
31/12/2018
33,205
5,626
13/06/2010
31/12/2019
5 Key Management
Personnel
10/05/07
W
289.179
-
5 Key Management
Personnel
08/05/08
W
793.607
-
4 Key Management
Personnel
22/04/10
W
482.605
-
5 Key Management
Personnel
29/04/11
W
1.594.767
-
Category of other
employees: Managers
04/05/04
W
1.549.379
-
Category of other
employees: Managers
04/05/04
W
4.054.309
-
Category of other
employees: Managers
12/05/06
W
3.136.710
-
Category of other
employees: Managers
10/05/07
W
3.061.240
-
Category of other
employees: Managers
08/05/08
W
9.045.330
-
Category of other
employees: Managers
22/04/10
W
7.009.383
-
Category of other
employees: Managers
29/04/11
W
6.069.507
-
07/06/2007 cpr
12/06/2007
bod/oc
17/06/2008 cpr
25/06/2008
bod/oc
10/03/2011 cpr
22/03/2011
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
29/06/2004 cpr
22/07/2004
bod/oc
10/11/2005 cpr
18/11/2005
bod/oc
07/06/2006 cpr
13/06/2006
bod/oc
07/06/2007 cpr
12/06/2007
bod/oc
17/06/2008 cpr
25/06/2008
bod/oc
10/03/2011 cpr
22/03/2011
bod/oc
20/03/2012 cpr
27/03/2012
bod/oc
39,583
37,127
15/07/2011
15/07/2017
23,351
22,893
09/07/2012
09/07/2018
11,901
11,641
31/03/2014
31/12/2020
4,010
4,1476
01/01/2016
31/12/2022
22,419
3,945
03/09/2008
31/12/2017
26,878
5,266
18/11/2009
31/12/2018
33,205
5,626
13/06/2010
31/12/2019
39,583
37,127
15/07/2011
15/07/2017
23,351
22,893
09/07/2012
09/07/2018
11,901
11,641
31/03/2014
31/12/2020
4,010
4,1476
01/01/2016
31/12/2022
(b) The data is refered to the number of Financial instruments underlying the options assigned and not forfeited accordingly to the long term incentive plans and have been adjusted because of the capital operation
resolved by UniCredit General Meeting on 29, April 2009 (script dividend), on 15, November 2009 and on 16, December 2011.
c) The market price of the financial instruments at the assignment date for plan 2004, 2005 and 2006 has not been adjusted because of the capital operation.
Box 2
Stock Options
Name or Category
(1)
Capacity
Section 2
Options to be assigned on the basis of the decision of:
- BoD, as to be proposed to shareholders meeting
X competent Body to implement shareholders meeting resolution
(9)
53
Date of
shareholders
meeting resolution
Instrument description
(12)
Number of
options
Assignment date
(10)
Exercise price
Market price
of underlying
shares at the
assignment
date
Period of possible
exercise
(from..to)
Federico Ghizzoni
CEO
N.A.
W
N.A.
N.A.
N.A.
N.A.
N.A.
Roberto Nicastro
GM
N.A.
W
N.A.
N.A.
N.A.
N.A.
N.A.
Key Management
Personnel
N.A.
W
N.A.
N.A.
N.A.
N.A.
N.A.
Category of other
employees: Managers
N.A.
W
N.A.
N.A.
N.A.
N.A.
N.A.
Footnotes to the table
(1)
The issuer shall fill-in a line for each beneficiary namely identified as well as for each category contemplated by the plan; for each individual or category
shall be indicated a specific line for: i) each type of financial instrument or option granted (e.g., different exercise prices and/or exercise dates imply different
type of options); ii) each plan approved by different shareholders’ meetings.
(2)
Indicate the name of the members of the board of directors or management body of the issuer and of its subsidiaries or parent companies.
(3)
Indicate the name of the General Manager of the shares issuer.
(4)
Indicate the name of the individuals controlling the issuer of stocks, who are employee or who render their services to the issuer of stock without being
employee of the same.
(5)
Indicate the name of other executives with strategic responsibilities of the shares issuer not classed as "small", in accordance with Article 3, paragraph 1,
letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary
compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors
or management board, and to the general managers of the financial instrument issuer
(6)
(7)
Indicate the category of executives with strategic responsibilities for whom there is an indication by category is
Indicate the category of other employees and the category of collaborators not employed by the issuer. The issuer shall fill-in different lines in connection
with the categories of employees or collaborators for which the plan provides for different characteristics (e.g., managers, officers, employees).
The relevant data shall refer to financial instruments relating to plans approved by means of:
(8)
54
i)
shareholders’ resolutions adopted prior to the date on which the competent corporate body approves the proposal to the shareholders’ meeting and/or
ii)
shareholders’ resolutions adopted prior to the date on which the competent corporate body implements the shareholders’ resolution;
therefore the table shall indicate:

in the event under i) above, data adjourned as at the date of the competent body’s proposal to the shareholders’ meeting (in which case the table is
attached to the information document prepared for the shareholders’ meeting called to approve the plan);

in the event under ii) above, data adjourned as at the date of the competent body’s resolution implementing the plan, (in which case the table is
attached to the information documents to be published following the competent body’s resolution implementing the plan);
(9)
The data may refer to:
a.
the resolution of the board of directors preceding the shareholders’ meeting, as to the table attached to the information document submitted to the same;
in such event the table shall indicate only the characteristics already defined by the board of directors;
b.
the resolution of the corporate body which resolves upon the implementation of the plan following the approval by the shareholders’ meeting, in the
event the table is attached to the press release to be issued following such last resolution implementing the plan.
In both the aforesaid cases the issuer shall cross out the corresponding box relating to this footnote No. 9. For the data not available the issuer shall indicate
in the corresponding box the code “N.A.” (Not available).
(10)
(11)
(12)
(13)
(14)
In case the date of the assignment is different from the date on which the remuneration body (comitato per la remunerazione), if any, makes the proposal
relating to such assignment, the issuer shall indicate also the date of such proposal highlighting the date of the board of directors or the competent corporate
body’s resolution with the code “cda/oc” (for the board of directors/competent body) and the date of the proposal of the remuneration body (comitato per la
remunerazione) with the code “cpr” (for the remuneration body).
The number of options held at the end year, preceding the date in which the shareholder’s meeting is called resolve the new allocation.
Indicate for example, in box 1: i) stock of issuer X, ii) financial instrument indexed to issuer Y stock value, and in box 2: iii) option on issuer W stock with
physical settlement; iv) option on issuer Z stock with cash settlement, etc..
The number of option exercised from the beginning of the plan until the end year, preceding the date in which the shareholder’s meeting is called to resolve a
new stock option plan.
Vesting period means the period between the moment in which the right to participate to the incentive system is granted and the moment in which the right
may be exercised.
55